The Phoenix Rises: Redux Edition
by markhaox14
Summary: The Phoenix Rises remastered, set 5 years before FiM. Meet Leon, a Pegasus leaving everything behind at Cloudsdale. Moving to Coltifornia is rough, & he learns fate needs him saving Caelum Lux, the largest cloud city in Equestria, by making new allies, searching for Loyalist remnants, & defeating the evil tyrant. Reviews are welcome. Caution: Violence, Adult Themes/Humor, Language
1. A New Dawn

**Hello, everyone! I decided to completely repost the old version of this story, as I felt is was too inconsistent in the later chapters, and hard to follow. I'm going to begin _The Phoenix Rises_ again, fixing MANY original errors, perfecting my characters, removing some factors to the story, and combining chapters to keep it from going over a hundred chapters, which I felt would be very inconvenient for all of you. If you followed my original story, please don't continue following it. I won't delete, but I won't update it anymore, and it is only to be used as reference. Thank you all for reading it the first time, and hope you enjoy the remastered version!**

A New Dawn

The cottage in the sky just outside Cloudsdale was filled with bustling, commotion, and clattering. The noises, judged by how dark the house was during dusk and the hushing noises if the fuss got too noticeable, proved that the ponies inside were frantically preparing for something. Inside the house, a mare, a stallion, and a colt were all rushing to pack some belongings as quickly as possible. All three of the ponies were Pegasi.

"Where are we headed?" the young colt asked. He had a certain desire for information, but knew his limits. He sported a grey coat, shiny golden eyes, a long black and yellow mane flowing freely behind his head and just over his forehead, and a similarly-colored, well-groomed tail that stood and curved out. Inside, he was timid and easily startled, but not frightened. He was also very welcoming to any pony, but sometimes his hesitance got the better of him, during which he would remain silent.

No response came from the stallion or mare.

"Can some pony please answer me? Where are we going?" he asked yet again.

"Well, if you must know, Leon, we are moving!" responded the mare. She was warmhearted, and had the natural protective instinct any mother had. Because of this, she would not tell the colt, Leon, where they were really headed.

_I may have asked more than I should have._ The young foal could not keep the conversation going, and he lowered his ears. He immediately shut his mouth and lowered his head. His mother sensed the grief inside him, and wanted to say something to make him feel better.

"Look, I know how you must feel, leaving all your friends in Cloudsdale behind. But where we're going, I'm sure you'll make new ones in no time!" she stated.

"But what about my friends here? What about Derpy? What about my training at flight camp? I can't fly yet!"

Derpy Hooves, as she was named, was a clumsy Pegasus foal who lived nearby Leon. She was very sensitive about herself because of her eyes being inverted, but Leon had made good friends with the Pegasus. He never knew why, but Derpy always had an appetite for muffins of any kind. She had also attended the same flight camp Leon was taught in, and together had made the best of training. Derpy was not the fastest flier, but to her control was much more important than anything speed offered. She had also taught Leon how to use his wings as extra appendages, an invaluable skill which replaced the usual practice of him using his forelegs to grip objects. Both foals were "blank flanks"; ponies who had not earned their cutie mark during their adolescent and teenage years, and were constantly picked on because of it.

"Derpy will come over to say goodbye, and you can still write to each other constantly. I know that you had good friends here. And where we're going, you will still be able to attend flight camp," his mother answered him.

"Can I ask where exactly we are moving to? Is it far from Cloudsdale?" Leon questioned with uneasiness.

"I don't think you know about this land. It's not far from Cloudsdale at all. It is only about thirty minutes from here. The province is called Coltifornia and the city we'll be moving to is Caelum Lux. If you would like to, rest before we leave."

With that, Leon bowed his head in remorse and headed to his room. He fell onto his clouded bed, and even the plush, comforting feel of the bed couldn't ease his pain. He laid there, with nothing on his mind, until it fogged up with deep thoughts of sleep.

...

Awakening five hours later at the break of dawn, Leon sat up, walked out of his room, and into the living room. He still seemed down, and his parents had waited for him to wake up. They could plainly see the sadness on his face. They smiled, looked at him, and escorted him to the kitchen. There, grief turned to amazement as Leon saw many of his friends from flight camp, including Derpy. She placed down two plates of muffins with her wings.

"Hey, look! Leon!" she exclaimed.

The crowd of young foals turned to Leon, and a cheer erupted from all of them. He really didn't think this was a good time to cheer, but he was nonetheless satisfied that many ponies took the time to do this. He went over to the table and said hello to the others he recognized; a cyan filly with a multi-colored mane, two purple fillies with silver manes that appeared identical to each other, and two colts that appeared to snicker in the back.

He reached over for a muffin, and Derpy couldn't help but laughing. The other ponies did not get why she laughed, but they each added their voice to the laughter. The whole kitchen was filled with laughter. Leon couldn't help but feel as if the laughter was directed towards him, and he lowered his ears.

"Why is every pony laughing?" he asked quietly.

"Oh, we just know that you shouldn't be so down in the dumps. Even though you're leaving, we all got together to get you something," Derpy said. With that, she pulled from the living room two boxes; one seemed flat but wide, and another was a sizeable package with holes on the side. Leon wondered what were in the boxes, especially the one with holes on the side.

_It seems to be something living, something that can breathe in the box. But what?_ He thought about what creature, or pony, could possibly be in the large box.

Derpy set both down on the table with her wings. The smaller of the two was inscribed with the phrase _Magnus Trot Antrorsum_. He did not know what it meant, but somehow knew it was something to do with him moving. He slowly opened the package, and revealed to everyone in the room a strange necklace. He looked puzzled and amazed, and asked who the gift was from.

Silence was the only response he received. He accepted it as an answer, and placed the necklace back in the box. He then turned to the larger box, and proceeded to open it, until Derpy chimed in.

"Don't open that one yet. It needs to stay in the box until it's ready to be opened."

"When will that be?" Leon asked.

"You'll know it when it happens," she responded.

The cyan filly seemed as though she was trying hard not to reveal something, and Leon knew that Rainbow Dash, a filly five years younger than Leon, was trying to not spoil the surprise.

Leon set the box down with his wings, placing a smile on Derpy's face. He then turned to look at everyone, with both a mixture of happiness and remorse in him. "Thank you, every pony, for everything. I can say that Coltifornia will not be the same as here, but I will try to write. I'm glad I got to know many awesome friends, and that they actually came to say goodbye." There was sadness in him now, and he remained quiet.

"All right, we're just about ready to go," his mother said.

"Goodbye, everyone." He stopped, and headed to Derpy. "Goodbye, Derpy." He hugged her, and she him. Tears filled their eyes, not knowing how long he would be gone.

"Bye, Leon. Make sure to write to us, OK?" she said

"I will, no doubt about it." With that, he slowly walked out the door and left. Every pony remained quiet, and they too slowly left with a feeling of emptiness.

...

Leon and his family rode a cloud to Coltifornia, while the moving van followed them through the sky. They had reached their destination without any hitch, as the sky was clear and bright. Leon was glad that their new home was not far from Cloudsdale, and when he could fly, he would come back to visit. But for now, this new place would have to do. Leon felt uneasiness in his stomach thinking about what the ponies here were like.

Caelum Lux, as the city was called, was a city in the sky much like Cloudsdale, but much larger. It housed many large buildings that Leon only heard of in Cloudsdale; one of them was a large rectangular palace lined with columns and topped with a dome. This building was known as Highlander Heights, an extravagant building placed on the top of a hill of clouds where royalty once lived, but has since been empty and preserved as a monument. Another interesting location caught Leon's eye; the Trotter Tower, a mysterious building in which its origin and purpose were unclear, but was also preserved as the tallest building in Coltifornia.

_Maybe I can get to know the place better from some local ponies. But where should I go, and who should I ask?_ Leon thought deeply. _Well, I'll find out soon enough. I've got to help settle in._ The moving van pulled up just behind the cloud they rode on, and Leon galloped to the back of the van. The pony driving it went along the side and appeared next to Leon and opened the back. She was Derpy's mother, Ditzy, who owned a moving company and helped out in any way she could with the move.

"There you go, Leon. Hope you like it here. I hear the house is very roomy," Ditzy said.

"Thank you, ma'am! Do you know anything about this town?" Leon inquired.

"This city is the largest city in the clouds in Equestria, and was once home to royalty. But that was a millennium or two ago. Now, the city is relatively isolated from the rest of Equestria, and is run by the mayor. This city has modernized, as ponies can do just about anything with relatively low effort. You name it, and I'm sure you can find it here." Ditzy explained. Leon knew she was informed about the city, but then he realized that she had been just about everywhere.

"Who ruled here so long ago that mysteriously disappeared?" Leon asked.

"I'm not sure, but I know some locals who have heard about that legend. If you want my advice, head to the library." Ditzy said.

Leon helped his parents and Ditzy unload the contents of the van and place them in the house. He also brought with him the large box that his friends had given him. Sometime after getting settled in, he had himself a hay sandwich. Eating made him think much more clearly, and decided he would head to the library first. He left the house, but not before his mother stopped him.

"Are you heading out?" she asked him.

"Yeah, mom. I heading to the city's library to figure out more about it," Leon responded.

"That's fine with me. Just be careful not to fall off the clouds. Come back soon, because you have your first day at flight camp," she advised.

His mother had always warned him about this, and he took the warning as though failing to abide by it would result in a punishment far more severe than any dungeon. He had only seen the world below once, when he stayed in Canterlot for a few weeks, but had never explored the world outside his own home. He didn't know what dwell in the abyss below, and fear took hold of him every time he looked down. He knew if he fell from the clouds, there was a good chance he wouldn't fly back up.

"I will. I don't ever think I'll make it out of there if I do fall in." Leon replied. He then left the house, heading to the outer city of Caelum Lux. The library Ditzy had told him about was very close, and he reached it in about five minutes. He saw how large it was, and how extravagantly built it was. He walked in, and was surprised with the large number of ponies inside. He went up to the librarian, seated behind a large desk looking through multiple books. He didn't want to bother her, so he waited for her to finish. He waited… and waited… and finally had enough of waiting.

"Excuse me," Leon squeaked, barely audible.

The librarian looked down at the young colt. "I'm terribly sorry, is there something you are looking for?" she responded.

"Yes, there is. I would like to find a book explaining this city."

"Yes, I have one right here." She handed him a rather large book. He thanked her, took the book, sat down, and flipped open to the first page. On it was a picture of Highlander Heights, looking as beautiful and pristine as ever. But something was different about it; it depicted many ponies inside the house, lining up to see the royal family; compromised of the King Caelum, Queen Liberum Ventus, and Prince Sol. All of them seemed to be happy with each other and their subjects.

He then flipped to the next page he was looking for; the abandonment of the palace. It depicted some desperate battle between the ponies loyal to the royalty and the rebel ponies. It was a sad sight, seeing ponies fight each other. The next photo showed the family, before fleeing with the loyalists, appearing to hide the prince, who was only a colt at the time, in the Trotter Tower. There was no further information regarding the family, or the prince.

_Something had caused the ponies to be upset with the royal family. But what?_ He sat there, but did not think too much of the past. He then returned the book to the librarian and bid farewell. He had a short walk home, but the setting sun reminded him of his training session tomorrow.

He entered the house; he saw his mother and father sitting in the living room, which was decorated with the furniture from their old home. They saw him enter and greeted him, and he greeted back. He was tired and went up to his new room, which provided a breathtaking view of both Caelum Lux and the "abyss" below, which glowed brightly in the sunset. He looked over at the large box Derpy had told him not to open, and continued to wonder what it was. He stopped wondering, lay on his fluffy bed, and fell into a deep sleep.

**Well, that was the first two chapters of the original combined into one! Just decided to connect them, since they should have never been separated in the first place. But mistakes were made, and now they're fixed! For sure, this version of the story will be much better than the last, and I hope you all enjoyed it. Thank you all very much, and I'll be sure to update the story on Friday, along with _Spiritual Setback _and _Friendship is Undead._ Happy trails!**


	2. The Derby

**Hello, again! Updating this chapter today, made MAJOR changes in how Leon was portrayed in this chapter, and combined Chapters 3 and 4, as they were related to each other and should have never been split. Here it is folks, remastered! Enjoy!**

Leon awoke to a banging on his door, and the voice of his mother came through his door.

"Leon! Wake up, or you'll be late to flight camp," her voice rang. With that, he immediately got up, bounded out of his room, down the stairs, and sat his rump down at the table set with food. Rather than enjoy the food, he skillfully slammed his hoof down on the edge of his plate, throwing his food into the air. He then caught every bit of food in his mouth with the same skill used to fling it into the air. He then said goodbye, bounded out the door, and headed to the flight camp.

...

This camp was on the outskirts of the city and, like the one at Cloudsdale, was filled with tracks, obstacles, and training equipment, all of which were filled with ponies using them. He proceeded to head to the schedule table, when out of nowhere a Pegasus, preoccupied with her training so as she did not notice Leon, crashed into him. They tangled their wings together, and struggled to get loose. Finally, after some tugging, they were let loose. She immediately turned on Leon.

"I'm sorry! It was an accident!" Leon pleaded, cowering all the while.

"Whoa, whoa, whoa! You don't have to apologize. I'm sorry to crash into you. You must be new, because I've never seen you here before. What's your name?" she asked curiously.

"I... I'm Leon... and I am new here. I came from Cloudsdale." Leon answered, a bit shaken from the encounter.

"Well, hi Leon! My name is Cloud Runner." She was a Pegasus filly, about the same age as Leon, with a white coat, a straightened, smooth mane with long side-swept bangs, a long tail hanging just above the ground, and sky-blue eyes that reflected brightly with anticipation. Like Leon, she did not have her cutie mark yet. Her voice was filled with spunk, as if ready to take on anything. "Do you need help with anything?" she continued.

"Well, I'm not a great flier, so I may need some pony's help with training. I mean... if that's all right with you..." Leon replied shyly.

"Not at all! Let's get going!" She led him to the schedule table, where a stallion requested his name. Leon responded with his name quietly, and the stallion assigned him to the training equipment station, then run and fly the track, and finally go through the obstacle course. Leon and Cloud Runner both headed to the gymnasium area. Cloud Runner explained what Leon would have to do here.

"You have to lift a minimum of 200 pounds with your wings. Think you can do that?" she challenged.

"Of course... I think..." He gripped and lifted the weight up with one wing. "I'm best with lifting weights with my wings... All it takes is control." Cloud Runner, not to be outshined by this new colt, lifted two of the same weights with both wings. It was a challenge. Leon then lifted two 300 pound weights, a feat amazing for a young colt. Cloud Runner then smiled and accepted his skill with weightlifting.

"Nice, though I have only lifted those 300 pound weights twice. I think you've got this exercise down," she stated.

They next headed to the track, where they had to both run a total of 2 miles and fly a total of 3 miles. This is where Leon failed at the most, as time was measured. Cloud Runner could somehow tell from his discomfort that he needed help here the most. Though he had no problem going the distance, he would always be under the time for passing. His ears dropped, and he sat down on his rump, as if he were already accepting defeat.

"Cloud Runner... I... I don't think that I can make this. I always ended up falling behind everyone. I... I don't want that to happen again." Leon said shamefully.

"I'll slow down enough so that you can both make it on time and keep up with me. You just got to be fast. I know you can do this," she assured him. With her encouragement and offer of help, Leon felt much better, and stretched his wings and legs to get ready. They walked to the starting line, ready to begin the race that would prove Leon could fly steadily and fast. All the other ponies joined them at the start, and prepared for the race. The timer ran for twenty minutes, and any Pegasus who did not beat the time would retake the test, which brought some shame to them, something Leon had felt all the time after every race. But he would not fail now, not when someone actually believed in him. He was going to do this, and he would beat that clock, no matter what it takes. He bent his knees and gritted his teeth, showing both anticipation and a bit of anger. _I won't fail again, _he thought to himself. _Not this time! I will finish this race!_ Five… four… three… two… one…

BAAAAAAAAAAAARIIIIIIIIIIIIING!

The bell rang loudly as ponies shot out the starting line. All of them ran at a frantic pace, and the first leg of the race seemed the most difficult for any Pegasus. Almost any Pegasus. Leon and Cloud Runner both galloped as fast as possible. Leon was leading the pack of ponies, with Cloud Runner following close behind. Leon would never have any problem with the running part of the race, but when he trained at Cloudsdale, flying was always the first leg of the race. Now he had the advantage, and by the end of the first five minutes finished the first mile. Leon never felt so alive, so free, and so successful. Cloud Runner, just behind, kept pace with him. Leon looked behind him, and saw Cloud Runner behind him.

"Hey, I know I may not make it, but I want you to go full speed, see if I can try to catch up," he panted out.

"Are you sure? We're making pretty good time already, why go faster?" she responded.

"Yeah, I want to push myself. Push myself towards bettering myself. I would always give up when I flew. I don't want it to come to that again." Leon explained.

"OK. You seem pretty determined, so I'll go my top speed. Don't stay in the dust!" she teased.

They both finished the first part of the race in ten minutes, and prepared their wings for the remaining three miles. Cloud Runner shot off away from Leon faster than a shooting star fell across the sky. She was faster than any pony Leon had ever seen, even at Cloudsdale. Leon stuck his wings out and soared towards Cloud Runner. He wasn't nearly as fast as Cloud Runner, but he still pursued Cloud Runner with a constant speed. He flew a bit faster to catch up to Cloud Runner, who had already finished the first mile at the two minute mark. Leon, now determined to go even faster, flew at a frightening pace, and finished the first mile thirty seconds after Cloud Runner. He could now see the other ponies finishing their running, and starting to fly.

_Not good enough. Need to go even faster!_ He gritted his teeth, flapped his wings, and stuck his forelegs out in front of him, gaining even more speed. He was lessening the distance between him and Cloud Runner. He soon saw that she was only a few yards in front of him, and eventually he caught up to her. Just as he caught up to her, they finished their second mile in three minutes. Only a good three-and-a-half minutes to go. _Yes! Only one more mile to go! I just might finish this after all._ Suddenly, Leon felt a strong pain in his left wing.

"WHA-! Oh, no! No, no, no, no, no!" he exclaimed. With the amount of weight he carried on his wings before the derby, he strained his wings. He knew now that he could not go any faster or his wing could break at any moment. He slowed his pace to where it was only slightly less than thrashing. He continued to fly, and noticed many of the other ponies catching up to him. He knew that if he wanted to win, he would need control. _Just remember what Derpy taught you; control is everything, no matter what speed offers._ Remembering his friend and what she had taught him, he knew exactly how much faster to go without putting any more strain on his wing. He went faster, and saw the timer on the clock countdown from one minute.

_Keep calm, and flutter on._ He repeated this thought in his head over and over again. He kept at his pace, and noticed the other ponies finishing just ahead. He felt as though he burned all his energy, but he would not stop flying. The clock was at ten seconds now, and counting. He was almost there, and the finish line was just 100 meters away. Nine… eight… a quarter of the way there. Seven… six… halfway there! Five… four… just a few feet away! Three… two… he was so close. Two… he literally flung himself over! One! The derby was over. Leon, panting heavily, lay with his stomach on the ground and his legs spread out. Cloud Runner came up to him. _I failed again. After all of that, I lost. I'm sorry Cloud Runner. I'm sorry Derpy._ He closed his golden eyes so that he saw no pony laughing at him.

Cloud Runner, wearing a large grin on her face, came up to Leon and said something that was sure to make him feel better. "Guess what? You just made the cut!" she yelled.

"Oh…!" he rasped in surprised, "Really!? That's… amazing!" He panted heavily, but was still excited to hear he succeeded. "I would be cheering… if I wasn't so… exhausted." He continued panting, while Cloud Runner flew up, directed a small piece of loose cloud just over Leon, and jumped repeatedly on the cloud. Water fell from the cloud over Leon, who lifted his muzzle and drank in as much water as he could. He felt refreshed, relaxed. He stood up and noticed Cloud Runner, who had now flown down from the cloud, went up to Leon and pointed to his flank.

"What do we have here? A cutie mark?" she told him.

"What? Where?" He looked at his flank and had found what she was talking about; his cutie mark. He saw that it was in the shape of some strange, red, winged creature, glowing brightly against Leon's grey hide. He then looked at Cloud Runner, and noticed something on her flank as well. He pointed it out, and she turned to look at her flank. Her cutie mark depicted a blue lightning bolt with streaks of yellow coming out of a storm cloud. They each congratulated one another, and finally headed to the obstacle course.

This exercise was mostly measured by points, and was focused more on agility than speed, yet time was an extra bonus. Both Leon and Cloud Runner knew they would have no problem with this last test. Cloud Runner went first, and when she went through the course, she focused on speed. She went through the cloud hoops without a hitch, swerved around the columns with ease, and finally landed with grace. There was no doubt from any pony that she passed. Leon went up next. Using a combined method of Derpy's strategy and Cloud Runner's technique, he lifted off the ground, and headed to the hoops. He swooped through each of them with no trouble whatsoever. He then glided through the air to the columns. He swerved perfectly around each of them, showing style and control. He then landed on the runway, where Cloud Runner congratulated him.

They were both called to the headmaster of the camp. The headmaster had looked at each of them.

"That was some of the finest flying I've seen since this camp was opened. You two have definitely earned your right to fly." With that, the headmaster gave each of them their flying license, and they cheered at receiving their ticket to flying. They both walked of the headmaster's office, and Cloud Runner turned to Leon.

"Leon, I think we're going to be very good friends," she stated.

"Really!?" he said excitedly. "That's... that's amazing!" responded Leon. They both left the flight camp, and made their ways back home.

**Had to change a LOT of Leon's original dialogue to make him better fit that timidness he was claimed to have in the beginning of the story. What did you guys think? Will be updating again on Sunday, with many updates from the original. Thanks for reading this week, everyone!**


	3. The Abyss

Leon could not wait to tell his parents that he finally earned both his cutie mark and his flying license on the same day. He bounded for home, but then realized that he was allowed to fly now, and so he did. He flew with such grace that he didn't care about anything else. He finally landed in front of his house, and knocked on the door. His parents immediately pulled him inside and warned him not to go into his room. They had heard some cracking noises, and then some ripping sounds, and later silence. Leon had no idea what could have been upstairs, especially in his room. He then remembered Derpy's words. _You'll know it when it happens._

"Mom, Dad, I know what it is upstairs. I'm going to check." Leon said. He then ran up the steps quickly.

"No, Leon, don't!" his mother yelled. But he was out of sight. They bolted after him, finding him already entering his room. Leon slowly walked through his room, closing the door behind so that whatever was in there could not leave. He felt terrified, but knew that whatever Derpy gave him in that box was not going to be dangerous. He headed to where he last left the box; near his bed on the right-hoof side. He noticed the box had been ripped apart on top. He peered into the box, expecting something to jump at him.

All he saw inside was what appeared to be the remains of an egg. The creature inside had hatched while he was away. _Where is he at now, then?_ He heard some scratching in his closet, and he tensed with fear. _Remember, Derpy would never want to hurt me. _He approached his closet slowly and cautiously, fear circling him all the while. He reached the closet door, slowly opened it, and immediately saw it. He ran to his bed for cover, yelled in terror as he did, hid in the sheets and covered his eyes with his hooves. He couldn't stop shaking in fear. _What was that?! It had scales on its back, and it had wings! _He then heard a tiny patter, coming closer and closer. He stopped shaking now, fear having completely taken over every other instinct. The pattering came even closer, and then stopped. _What happened?_

All of a sudden, the sheets Leon cowered in were pulled off, and he yelled in terror, still covering his face with his hooves. He waited for something to happen, and he received the surprise of his life; the thing licked him. He slowly looked up from his hooves, and saw what the creature was. It was a dragon, a teal dragon with yellow scales sticking from the tip of his tail to the top of his head. He had small wings, tiny feet and hands with something Leon had never seen before; toes and fingers. The dragon had no claws, and its big, golden eyes looked up at him. He saw how adorable it looked, and all of his fear was replaced with admiration at the marvelous beast.

"Hey, little guy!" Leon said. " Aren't you just the most adorable thing? Derpy chose the perfect companion when she found you. There's so much to do! What should I name you? What do you eat?"

The dragon looked up at him curiously, and burped. Fire came from him, and when it turned to smoke, a letter appeared. Leon instantly knew he was a dragon who could instantly send and receive messages from other ponies. He picked up the letter, neatly rolled up and tied with a bow, and opened it. It read:

_Dear Leon,_

_If you're reading this, then your pet dragon should have hatched! This was my gift to you, because I know how much you love animals, but could never have a pet. I got him while delivering mail in Canterlot, and the mare I delivered mail to was kind enough as to give me two dragon eggs! I don't know where she got them from, but she ran a school for unicorns, which can use magic! Anyway, write back to me when you get this. Every pony here misses you, especially me. Hope to hear from you soon!_

_Your Best Friend,_

_Derpy Hooves_

He slowly set the letter down, and walked out of his room with his dragon. His parents, waiting in the hallway the whole time trying to pry open the door with a crowbar, pulled him away from the dragon when he exited the room. He then struggled free from their grasp, and explained.

"Derpy gave me this dragon. It can send and receive lots of letters quickly! Derpy sent me one right now, and I need a paper and something to write with," Leon requested. His parents handed him a sheet of paper, a quill, and some ink. He went back into his room, sat at his desk, turned on the lamp, and began to write.

_Dear Derpy,_

_Thanks for the dragon, Derpy! It hatched after I came back from my day at flight school. I also received both my flying license and my cutie mark. It looks like a red bird flying in front of a light, but I don't know what it means yet. I was able to do it because of what you taught me and for that, thank you very much. I miss you too, Derpy. Hope I can come back and visit one of these days. But until then, keep writing. I'll be sure to write back._

_Sincerely Yours,_

_Leon_

He didn't know how exactly how to use his dragon to send the letter, but the dragon instinctively grabbed it and shot a blue flame at it, incinerating it completely. Leon was shocked that his dragon could do such a thing. He then placed his head down on the desk in disappointment, and saw something on Derpy's letter that he did not see before.

_P.S. Don't worry if the little guy burns your letter. That's how they send mail._

With a sigh of relief, he turned to the dragon and petted him. _What should I name him? _Leon, having taken some ancient pony language classes at Cloudsdale, remembered that the word "dragon" in Pony Latin was "Draco."

"Draco. You like that?" Leon asked.

The dragon turned to him, and gave Leon a look of approval, or at least appeared to have done so. _Draco it is then._ Leon then fixed Draco a bed using some leftover cloud from moving in. Leon placed him on the makeshift bed and Draco immediately span around his bed and lay down. Leon then went to his own bed, yawned, and fell asleep.

...

The next day, Leon awoke to knocking on the front door of the house. It couldn't be his parents, as they left to manage the weather. He climbed out of bed, woke Draco up, and walked out of his room and down the steps. He peered out the window, seeing Cloud outside. He went to the door and opened it. Cloud stepped inside, and sat down on the couch in the living room. She turned to Leon and saw Draco standing right next to him.

"Wow! You have a pet dragon?" she inquired in amazement.

"Yeah, he was a gift from one of my friends at Cloudsdale," he responded.

"Cloudsdale... You mentioned it yesterday. Where is it at exactly, and who gave you a dragon?" She had a strong desire for information, much like Leon did.

"It's about a few minutes away east from here. The pony that gave it to me was a Pegasus named Derpy Hooves. She helps with delivering mail whenever she can, and during one of her deliveries, a mare running a school for something called 'unicorns' was kind enough to give her two dragon eggs. She kept one and gave me the other," he explained.

"Do you know what that dragon eats? Don't want to miss feeding time if I were him."

"No, I don't know. You know anyone who knows about dragons around here?" he asked.

"Maybe someone down in Clover Ranch. But no one around here," she responded.

"Where is that? I don't know of any place in Caelum Lux called Clover Ranch."

"It's down on the ground below, about a short dive from here," she responded.

Leon's eyes sunk at hearing the words coming from Cloud. _Down below? Into the Abyss?_

"No, no, no, no, no! I have never been down into the Abyss before, and I intend to keep it that way," Leon debated.

Cloud, hearing at the words that came from Leon, started laughing hysterically. _He doesn't know about the ground. I'm not surprised, as he probably doesn't even know what unicorns, let alone earth ponies, are._ He got a bit angry at Cloud for laughing at him. She began to explain to him about the wonders of the ground.

"Well, listen up! The ground is not some dark hole that you can't fly out of. It's a place where ponies without wings live. Other than that, they basically function the same way we do here. While we manage the weather, they manage the food that we eat up here. These ponies are called earth ponies. Other ponies, which use magic and have a horn on their forehead, are called unicorns. They use magic for daily life and sometimes to place beneficial healing spells on the ill. I'm sure that a unicorn or earth pony will have some info on your dragon." She finally finished her lecture of the land below. Leon, absorbing all the information about the ground, was amazed by what she just described.

_I know what unicorns and earth ponies are... I just... never saw them closely. But why wouldn't my parents let me go down there?_ Leon immediately came up with the answer. _Of course, they said I couldn't fly back up. Well now I have my flying license, so I can fly back up. But how will I get Draco down there?_

"Well, we need to find a way to bring Draco down safely. Any ideas?" Leon asked.

"Got any rope? We can tie him on your back, and fly down with him," she suggested.

"Yeah, hold on." He went to the kitchen, pulled a strong rope, grabbed Draco, and tied him on his back with his wings. Cloud Runner was amazed at his ability to use his wings for much more than flying. Afterwards, they headed out the house, and stood at the edge of the clouds. They both looked down, and Leon saw how far below it was. His stomach dropped, and his eyes went wide with fear. Cloud, looking back at him, handed him something. It was a pair of goggles, used for flying up and down through the sky. He took them and placed them on with his wings.

"Ready?" Cloud asked.

"Let's not do this..." Leon responded nervously, lowering his head. Cloud turned to him, and pushed him off of the clouds. He screamed in surprise and fear as he fell over the clouds, and he disappeared from Cloud's sight.

She stood on her hind legs, stuck her forelegs out to her sides, and dive-bombed over the edge. She was now freefalling through the sky, feeling a strong wind blow through her mane and tail. Cloud looked for Leon, and found him plummeting, waving his legs, and yelling in terror. He couldn't stop being afraid of flying, and he completely lost his calm and collected self.

"When I tell you, open your wings!" she yelled out to Leon.

"OK!" Leon responded fearfully. He looked over his shoulder to see Draco enjoying their free fall. "Hang tight, little buddy!"

They fell for a few more seconds, and Cloud quickly issued an order to Leon. "Now!"

They both opened their wings, and felt the sensation they first felt at flight camp. Leon, at first terrified, began to laugh in joy as he glided through the sky, and they both kept in tune with the wind that seemed to be roaring now. They now saw their target; a town on the ground below, less than a few meters away. They began their landing sequence, found an empty clearing to land in, and slowed their speed. They touched the ground gently with their hooves. "We're here! Welcome to Clover Ranch!" Cloud exclaimed excitedly, motioning to the town below.


	4. Welcoming Committee

Cloud turned towards Leon again. "Here, I think I know someone who may help. Follow me." She led him throughout the town called Clover Ranch, passing by many homes, shops, and stands; all of them filled with things he had never seen before. He also saw many of the ponies Cloud described to him, socializing with each other or completing their usual tasks. He wondered where Cloud was taking him. She stopped in front of a giant, carved, marble dome.

"What's this place?" Leon asked, more than a bit cowed at the large building.

"It's a rather large library owned by my friend, Doc. He is about the same age as us, but knows more than most ponies around here do." She knocked on the door. The door immediately opened, but no pony was there. Leon looked confusingly at the empty doorway and scratched his head with his wing, and Cloud shook her head in satisfaction.

"You can come out, Doc. He's with me," Cloud said.

After her statement, a small figure walked down the steps inside the dome, and a unicorn appeared in the doorway. He was about the same size as Leon, except he sported a light, navy blue coat. His mane was blond and skillfully groomed, just barely covering his horn and forehead. His tail was flowing just behind him, and his light purple eyes observed in fascination at his visitors. He had a cutie mark depicting a book with a quill and ink well beside it.

"Hello, Cloud Runner. Care to introduce me to your acquaintance?" Doc said.

"Of course! Doc, this is Leon. He's new in Coltifornia. And get this; he hasn't been on the ground before, so go easy on him." She then turned to Leon, who glared at her. "Leon, this is Doc. He lives in this library, and has many books with info on everything!" She turned back to Doc. "Doc, we came to find out what his pet dragon here eats. Do you have anything in your books that can help with dragons?" She then gestured to Draco, still tied to Leon's back.

"Yes, as a matter of fact. I don't need a book, but a dragon's main diet consists of gems or crystals, but they'll eat just about anything you give them. And, to help you even further, I've just read about a spell that can change rock to quartz. I tried to make it so that they turned to gems, but it didn't work out," he admitted sheepishly, then regained himself. "It's a very good substitute for the precious gems that dragons usually eat." Doc led the three visitors through his house, and led them into a brightly-lit room.

The room had many tables scattered throughout, and all of the tables had containers filled to the brim with rocks. Doc picked one of the containers to transform, and lifted it to a small stand. He placed it down using only his magic, and set to use the spell. He closed his eyes, concentrated on the container, and used his magic on the rocks. His horn glowed with glimmering sparks that shone all around the horn. A bolt of light shot out and hit the rocks. The rocks glowed brightly for a bit, and suddenly transformed into a clear, white substance. Doc smiled as his attempt succeeded, and he gestured Leon to pick one up and feed it to Draco.

Leon untied the dragon with his wings, picked up the minerals, and placed them in front of Draco. Draco sniffed the minerals, picked one up, and chomped it in one bite. He then proceeded to devour the other minerals in the container. Leon smiled as he saw his dragon satisfied with the meal of quartz.

"That is just adorable!" Cloud Runner exclaimed. "Oh, Doc, I almost forgot! We both earned our cutie marks yesterday! I got one with an awesome blue lightning bolt coming out of a storm cloud. And Leon here got some red bird flying in front of a light!"

Doc, not believing what he had just heard, asked "Did you say a red bird?"

"Yeah, a red bird. Don't know what it means though," she responded.

Doc immediately ran out of the room, and after some time, came back with a book. Leon recognized it as the one that he read at the library in Caelum Lux. He went over to Doc, who was already looking through the book, finding the correct page. He found it, and it depicted the same bird that was Leon's cutie mark. Leon looked with confusion, while Doc read on. When he finished, he stood there, speechless and shocked. Leon waved his leg in front of Doc's eyes to grab his attention. Doc slowly turned to him, and slowly trembled.

"You're cutie mark. It's that of the Phoenix."

"The... what?" Leon asked.

"The Phoenix… a legendary bird which lives and dies, and is reborn yet again from its ashes. I don't know much else about it as a symbol. How did you get this?" Doc asked.

"I ran a derby with Cloud Runner, but that's it." Leon stated. "Did you say it dies and rises from its ashes!?" Leon asked, with some fear in his voice.

"Yes, it dies and is reborn. According to this book, the symbol of the Phoenix was associated with the mysterious Trotter Tower up in Caelum Lux. If possible, I would like to go with you there. I always love a good investigation, especially when I do the investigating!" He seemed interested in joining them.

"Sure... I guess. Could you make more of those minerals to go?" Leon asked.

"Of course! Cloud Runner, meet me at Chloe's while I finish up here. I'll get Percy and Annabelle together. I'm sure they'll enjoy meeting Leon," said Doc.

"All right, then Doc. Meet you over there. Come on, Leon, let's go!" Cloud Runner said.

Leon went over to Draco, who had filled his appetite with minerals. He still had over half of the container filled with quartz. He picked up Draco and placed him on his back, fastening him with the rope. He followed Cloud Runner out the door, and bid farewell to Doc. He went up to her, and decided to ask who each pony was.

"So who are these other ponies I've heard about? Chloe, Percy, and Annabelle, is it? What do they do?" he asked.

"I'm glad you asked. All of them are my good friends. Percy is a colt who's very sophisticated. He is really quite a gentlecolt, but sometimes he goes overboard with his manners. He's also got this very... I would say almost elegant style and voice. Annabelle is a filly who helps her family with the local clover business that gave the town its name. You may not know this, but clovers are the main produce that are grown in this town. She is also a free spirit who loves doing anything and helping any pony. But whatever you do, don't make fun of her voice. And last, but certainly not least, is Chloe. She is very caring towards every pony, and runs a veterinary for pets and helps out in her family's hospital. I know you'll get to know them well, and I can't wait to introduce our friend to them!" She spent some time explaining it, and when she finished, they arrived at Chloe's.

"Me, right?" Leon asked innocently.

"Of course!" Cloud Runner responded. She knocked on Chloe's door. The door opened to reveal a beautiful, light blue unicorn. She had a beautifully brushed, violet and blue mane, and tail that matched the style of the mane. Her emerald green eyes shone in the daylight. On her flank was a cutie mark showing a bandage. Chloe greeted Cloud Runner warmly.

POOMF! Leon noticed that his wings flipped open to a standing position when he saw Chloe. He quickly lowered them while his face was red and hot with embarrassment. Fortunately for him, Chloe and Cloud Runner were greeting each other, and did not notice. _That was a close one! I couldn't help it though... she was the most beautiful pony I have ever seen. _Cloud Runner then turned around to Leon, and introduced him to Chloe.

"Chloe, this here is Leon," she said.

"He… Hello," Leon said very quietly, his ears and face lowered.

"Hello, Leon. It's a pleasure to meet you," she replied.

_Pleasure is one word to describe it. Her voice is angelic. She is perfect in every way._ Leon's head was filled with thoughts of Chloe. He entered her home with Cloud Runner. Cloud Runner and Draco both sat at the couch, while Leon and Chloe sat on the loveseat she had.

Chloe turned to Leon, and knew that this young colt was stricken by her. She giggled under her breath, and his face turned even more red than it could possibly have become. _I'll see if I can break him or if he'll be a good little stallion and tell the truth._

"So, Leon, where do you come from?" she asked in an alluring voice, expecting him to be macho in his answer.

Leon sensed that she might be toying with him, judging by her sudden change in voice. _Well, honesty is the best policy. Whatever she asks, I'll answer honestly._

"I came from Cloudsdale just a few days ago," he answered shyly.

"And what did you do over there?" she asked.

"I... I was... the colt behind everyone else," he said shamefully. "I didn't fly fast, but I had fun anyways." He smiled widely as he said this, proud of the fact.

"How did you earn your flying license?" she challenged again.

"With the help of Cloud Runner. Without her, I probably couldn't have arrived in Clover Ranch." He looked towards Cloud, and bowed. She nodded back, and Leon turned his attention back to Chloe. _Any more questions, beautiful siren?_

"Can you tell me about your pet dragon?" she asked. _If he says he fought some dragons for it or something similar, he'll be a liar. But he seems nice enough to not be one._

"I got it from a good friend of mine back at Cloudsdale. She's a mail pony, and received it from some school for unicorns."

_Wait... he could only be talking about Celestia's School for Gifted Unicorns... is that where? Mail pony? That sounds like it could have been Derpy. _"Who was the pony that gave it to you?" she asked.

"My old friend, Derpy Hooves. Like I said, she's a mail pony who's been everywhere."

_This pony is much more honest than I thought. He also knows Derpy, so of course he came from Cloudsdale. I think I'm going to enjoy him._

Just then, a knock on the door was heard. Chloe went to answer it, and in came Doc with two earth ponies beside him. They all greeted Chloe, who welcomed them inside. They greeted Cloud Runner, and finally walked up to Leon. He stood up to greet the ponies.

"Hello, good sir. I don't believe we've had the pleasure to meet. My name is Percival William Preston III, but you may call me Percy." Percy was an orange earth pony whose mane was covered by a top hat. His tail, short but well groomed, revealed the mane to be a dark blue and forest green. His eyes were silver, and the reflection of light gleamed off his pupils. His cutie mark was that of a cup of tea and a pastry of some sort. He seemed to always speak in a formal English accent.

"Why, hello stranger. I also believe we had not had the pleasure to meet. My name is Annabelle, and I help run the clover plantations here." Annabelle was a teal colored earth pony. Her mane, like Percy's, was covered by a hat, though it seemed to be for the cold. Her tail was long and bushy, matching the color of her coat with the exception of the black streak that ran through the middle of it. Her eyes were a pink color. As Cloud stated, she had a strong Midwestern accent that was warned not to be teased, and so Leon didn't speak. "So tell us, who might you be?" Annabelle asked.

"My name is Leon," he responded shyly. "I came from Cloudsdale. I work sometimes with odd jobs here and there... but otherwise don't have a permanent job." He couldn't help but notice her accent, and he thought quickly about something else to converse about. "Um... excuse me for asking, but why do you wear that winter cap?"

Annabelle looked up at the cap that matched the black and teal color scheme of her tail. "Oh, this old thing? I wear it because it was my great grand stallion's. I usually don't take it off, because working to freeze clovers is a might bit chilly."

"Well, now that we all got to know each other, I'd like to explain why we are here," said Doc. "Our friend Leon here has the cutie mark of the Phoenix, and this may either be a fluke or the real thing. So I asked you all to come here so that we could go together to Trotter Tower and find out."

"Only one problem with your idea, Doc. Earth ponies and unicorns can't stand on the clouds," debated Cloud. "How are you going to get to Trotter Tower when you can't stand on the clouds?"

"Simple, Cloud Runner. Chloe and I will place a spell that allows us to walk on clouds. It lasts for a good while, more than enough time to find out what the Phoenix means."

"Excuse me, what's with this Phoenix business?" asked Annabelle.

"I don't really know. But finding out how he earned this Phoenix, which never appears under normal circumstances, may point out as to how and why he received it," Doc replied.

With that Doc went outside, urging the group to come with him. Outside was something the group had never seen before; a hot air balloon. It was decorated extremely well, with beautiful art depicting the Phoenix in all its glory. Doc turned to look at the group, and nudged towards the balloon.

"Hop aboard. Cloud Runner, Leon, we may need your help with pulling this when we get high enough," Doc stated.

"So how do we know this balloon is going to work?" asked Annabelle.

"I don't know," Doc said sheepishly, "but I'm sure this would make an excellent test run."

"Not to be rude, Doc, but I don't believe that a test run now would do us much good," Percy said.

"Well, what other choice do we have? I need to get these minerals up to Leon's home for his dragon. Besides, this could be a chance for all of us to see this beautiful city." Doc started getting in the balloon. "Well, shall we?"

"Why not?" Chloe responded, and with that she climbed in. Annabelle also went in, being cautious not to knock over the minerals. Cloud, Leon, and Draco also climbed in, knowing that they would enjoy showing them around the big city. Only Percy remained outside the balloon, and he hesitated to enter.

"Sometimes, Doc, I wonder if I'm the only _real_ sensible colt here..." Finally, he placed his foreleg in, then the other, and fully entered. With that, Doc pulled a cord hanging from the balloon, and they lifted off the ground.


	5. The Last Will

"So, would you mind telling us about the city, Cloud?" Doc asked.

"Sure thing! Right now we'll be rising to the outskirts of the city. We'll see Trotter Tower from there. Just follow me, and we'll be there in no time. So what's this spell of yours that lets you walk on the sky?" Cloud asked.

"It's a spell that requires at least two unicorns two perform. That's why I gave Chloe the book where I learned it from. I'm sure you've perfected this technique already, Chloe?"

"Yes. I have had time to try it. It worked, but we can't test it on the ground... obviously," Chloe responded. She then turned to Leon. "So, Leon. How are you enjoying Coltifornia so far?"

He kicked his foreleg back and forth in shyness, and answered. "I haven't seen much of it, but for now it's awesome! I recognized some buildings when I first came into town, like Trotter Tower. But from what I heard, it served no real purpose," Leon replied. "So, Percy, what do you do at Clover Ranch?"

"I help to run a restaurant. The very best, considering that the produce comes from the best." He motioned to Annabelle, who blushed and giggled at the comment.

"That's sweet of you to say, honey. But it's nothing really. Ponies just love clovers!" she replied.

"So, Leon, you didn't tell us about your cute friend there. What's his name?" asked Chloe, referring to his dragon. She petted Draco's head, and he seemed to be enjoying it.

"His name is Draco, and he just hatched after I came back from flight camp. He's a messenger dragon, who can send and receive letters quickly," replied Leon. They all turned now to see the cloud layer the city was in was now coming in view.

"Fillies and gentle colts. Introducing to, our lovely city in the sky, Caelum Lux," Cloud Runner said. She raised her foreleg and pointed to Caelum Lux in the background. All the ponies excluding Cloud Runner and Leon marveled at the sight. They had never seen this lovely city, and here it was in all of its majesty.

"Before we get off, Chloe and I have to place the spells on you." Doc, accompanied by Chloe stood with their horns pointed at Percy and Annabelle. They closed their eyes, focused on the ponies in front of them, and began the spell. Their horns glowed, and a ring of light formed around the tip of each horn. The ring got larger, and then exploded outward. The light shone on Percy, Annabelle, Chloe, and Doc.

"The spell was successful, I think. Let me check," Doc reported. He then stepped out of the balloon and onto the cloud. The other ponies followed, noticing that the spell had indeed worked. They felt the cloud on their hooves, which felt much plusher than grass. They tied the balloon to Leon's chimney. Leon and the group went inside his home, dropped off the minerals and Draco, grabbed Leon's amulet, and headed out on their way. "What's that?" asked Doc.

"It's... my amulet. I don't know who gave it to me. But it reminds me of home." Leon answered.

"So, Cloud Runner," Doc continued, "would you care to lead the way?"

"Yeah, sure thing." She led them through the outer city, where the library and flight camp were located. "Remember, Leon? We made it just on time and earned our cutie marks and flying licenses!"

"Yeah... I almost didn't make it. Glad to know you helped me with that." Leon was referring to the derby that he nearly failed.

They continued through downtown, passing by the many shops and restaurants, all operated and occupied by Pegasi. They passed by the weather factory, an industrial looking building that made all the rain, thunder, lightning, and rainbows that would dot the sky in locations where they were required. Both of Leon's parents worked in the factory, and worked in the lightning and rainbow manufacturing.

After passing the weather factory, they saw Trotter Tower just up ahead. They all trotted towards the tower to get a better view of it. It looked more like a pillar than a building, but unlike most buildings at Caelum Lux, this one was not built with clouds. Instead, it was built with a crystal base, and lined with a red, luminous material that glittered brightly in the sky. This red material was used to attract Phoenixes to nest. The building allowed visitors, but the visitors were not allowed to touch anything. The six entered the building, and were surprised to note that it was completely empty. The inside was naturally lit with the sun, and it reflected off the red material.

"So where did you want to look first? Doesn't look like there's anything important here," Leon reported.

"Well, something must point to the Phoenix cutie mark. Look for inscriptions of any kind on the walls. We'll get the bottom floors. Cloud Runner, take Leon with you to the higher floors." Doc examined all four sides of the building, but found nothing. Soon, every pony else began the search for any writing of any kind. Leon wondered to himself. _That book I read when I first came here, it said something about the prince being left here. If they wanted to keep him safe, as I would assume, from any pony, I believe they would have put him on the top floor._

Leon flew up the holes in the center of each floor, a building method for Pegasi to get to different floors more quickly. He flew to the top of the building and positively identified the information he was looking for. He landed on the floor, walked up to the wall where the inscriptions began. _This is the same language that I studied at Cloudsdale. What was it called again? Pig Latin? No, that's stupid. I'm sure it was... Pony Latin!_ He studied the inscriptions for a while longer.

_Si invenimus Phoenix signifer audi obsecro. Ego non multum temporis supererat agger renatus fuerit denuo ex quo cinere. Cuius latus quaeras Phoenix et spiritus depinxit concordiam pacis spiritus._

_Collocare Spiritibus harmonicum, Phoenix portantis. Semper vera. Semper fideles. Semper generis. Semper generosum. Semper felicem. Semper-. Haud illi matrem et expectans te Phoenix ministraret._

_Collocare Spiritibus Pax, tam, Phoenix vexillifer. Semper sapientem. Semper liberum. Semper amare. Semper pertinax. Semper versus meliora. Semper renascitur. Bonorum animos in circuitu regni latebit._

_Hi spiritus, quando simul, sibilabo reditum novum principem, qui suus 'antecessoris, Princeps Sol Rimor relictus erat hic autem die fabula eventuum hoc horribile tumultu._

_Dicat ipse surrexit a debita Alicorn cinis rursus fortunam regia stirpe se ostendere et heres regni exsurgens de cineribus suis. Ille Phoenix principis imperium iterum in pace terram illam oblivio._

_Postremo, Phoenix vexillifer, caue de Tyranno Don, et utantur phylacterium._

He moved along the wall, and when he had finished reading, he flew back down to the first floor.

Leon flew down the center of the building, slowing his descent when he arrived closer to the first floor. He landed back on the first floor, where the other ponies had been looking for clues. He announced to them that the inscriptions were on the top floor. The other ponies groaned in dissatisfaction.

"That's about a hundred floors up. It'll take a while to get up there," said Annabelle.

Leon thought for a moment. "I got it. I'll get Cloud Runner and come right back." He flew up the center yet again, looking for Cloud Runner on each floor. He came to the floor where Cloud Runner was looking for clues. He called her over, and she came trotting towards him. "Hey, Leon. What's up?" she asked.

"We found the inscriptions on the top floor, but we need your help to bring every pony up to the top." They both went to the center and jumped through. They glided down to the first floor. Every pony was waiting for them. They thought about how they would fly up.

"We need to ride on your backs," Doc said to Cloud Runner and Leon. "Who wants to go first?"

Every pony hesitated, until Annabelle came up. "Well, I've never flown before, but it sure does sound like fun!" She went up, and Doc came up afterwards. Doc climbed on Leon's back, and Annabelle climbed on Cloud Runner's. Both Pegasi took off, and flew a bit slower than they usually flew, but it was enough to get up to the top quickly. The Pegasi headed back down to bring up the remaining two ponies.

Chloe, having stayed behind the first time, headed over to Leon, and climbed on his back. _Yes!_ Leon thought to himself in joy._ She climbed on my back! _POOMF! His wings stiffened upwards and his face blushed again, but he quickly hid the fact by launching from the ground and flying towards the top. He arrived there more quickly than he did with Doc. He reached the top floor and landed gently. Chloe hopped off and thanked Leon, who was now a bit stricken with infatuation. Cloud Runner came up seconds later with Percy. He thanked her, and hopped off gently.

"So, where are the inscriptions?" Doc asked.

Leon showed them to where the words began on the wall. Doc, looking at the inscriptions, turned around and shamefully announced that he could not translate them. Leon then admitted that he did understand Pony Latin, surprising every pony. He began to translate the message on the wall.

_If you have found this, Phoenix Bearer, then please listen. I don't have much time left before I turn into a pile of ashes where I will be reborn once again. The one whose flank depicts the Phoenix must search for the Spirits of Peace and the Spirits of Harmony._

_Locate the Spirits of Harmony, Phoenix bearer. Always true. Always loyal. Always kind. Always generous. Always happy. Always-. They will be near the motherland, and are awaiting the arrival of you, the Phoenix Bearer._

_Locate the Spirits of Peace, as well, Phoenix Bearer. Always wise. Always free. Always loving. Always persistent. Always toward better things. Always reborn. They will be hiding as loyalists in and around the kingdom._

_These spirits, when together, will signal the return of the new king, whose ancestor, Prince Sol, was left here to pass._

_Let he, the destined Alicorn, rise from the ashes to come again to reveal himself and the fate of the royal family, and will be the heir to the throne, rising from the ashes of the family. He, the Phoenix King, will once again rule this land in the peace that it forgot._

_Lastly, Phoenix Bearer, beware of Tyrant Don, and use the amulets against him._

He had finished translating, and stood there with his head low. All the other ponies stood stunned, their eyes wide with shock. They looked at Leon, who was still looking down. _I'm the Phoenix Bearer. I have to find the ones mentioned in the inscription. The Spirits of Peace and The Spirits of Harmony. Where do I look? What is an Alicorn? And who was Tyrant Don? If I want to return the fair and rightful rule of the family, I have to find these Spirits. What do I tell my friends?_

"When I read the inscriptions... there was a part rubbed off regarding the Spirits of Harmony," Leon stated after a long time. He still hid his face. "Near the motherland. Where would that be, Doc?"

"Well, this city came up when Pegasi from central Equestria, mainly around Canterlot, migrated westward and formed the kingdom. Maybe around Canterlot, or the small settlements around there. You're not actually thinking about looking for them, are you?"

"Honestly... I am. But not now. For all we know, these spirits may not even exist anymore. But... I will try to find them. I know I'd be asking so much from all of you, but maybe you could help me." Leon looked at all of them with a concerned look on his face, hoping they would say yes.

They all looked at each other, unwary about what task they would be facing here. They then turned to Leon. Cloud Runner was the first pony to respond. "If it means this much to you, then I'll be with you every step of the way!" Leon smiled upon hearing her approval.

Chloe then came up. "I want to help too. I'll always be there to help any friend. Especially you, Leon." Leon's eyes glowed warmly hearing her statement.

Percy then stepped up. "What kind of gentlepony would I be, if I ignored a pony in need? Of course I'll help!" Leon felt his body stop trembling. He stood taller than before.

Annabelle followed Percy, and turned towards Leon "Sugar, I wouldn't have it any other way. I'll be there for you closer than two rabbits making babies in a sock!" Leon didn't understand what that meant, or what it had to do with rabbits making babies, but his breathing became normal again.

Doc finally came up to him. "Leon, even if these spirits don't exist anymore, I'll help you with anything where knowledge is required." Leon felt himself think clearly again. After all of his friends decided to join him, Leon had complete control of his body. They began to leave Trotter Tower, until they heard a deep, evil laugh.

"Well, well, isn't this precious? A colt and his friends think that they could find the Spirits of Peace and Harmony and bring back the King. I don't think you would ever find them. But I think I should just end your journey now and spare you the humiliation." This voice had a great darkness in it. Then out of the ground came a hoof, then another, and finally a stallion's head. It was a dark gray color, with a black and red aura glowing where its mane should be. The stallion then phased fully through the floor. He stood there, glaring a gaze that showed the cold-blooded nature of the stallion.

"Allow me to introduce myself. I am Don the Tyrant. And I will be the stallion that's going to kill you today." He was a dark grey Pegasus who spoke with a deep, Siberian sounding accent. He obviously had no morals, and had a bloodlust that needed to be famished. "Why else do you think no pony comes in here anymore?"

All six ponies stared with fear at Tyrant Don. They could not move other than the tremble that shook deep within their spines. Leon then stepped up to face Don. "Hey... um... you! You don't know who you're messing with, so just back off now... and I won't have to end up fighting you!" Leon stood sternly, not letting any fear show.

Don laughed even more now. His voice roared with laughter, and he headed toward Leon. "I guess you shall be the first to die."


	6. The Phoenix Bearer

Leon, having remembered the inscription, retrieved the amulet from his back, opened the box, and placed it on. Don, seeing this, stared in surprise at the amulet. "What! Impossible! I had that amulet destroyed long ago!"

"Might want to check what else you're wrong about then." Leon locked the amulet around his neck. The amulet, having sensed the one who put it on, shone a bright red and orange color. Leon then glowed with it, floating up into the air, stretching his wings out. He instantly grew in size, about the size of a full-grown stallion. His hide changed from the light silver-gray it was to a bright golden-yellow. His mane and tail caught on fire. His eyes changed from the calm, golden color they were to an angry, fire red. His wings were now larger than before, and before he knew it, he had undergone a powerful transformation. He had become a Phoenix Warrior, the guards of the royal family.

The Tyrant, now watching in surprise, held his ground against Leon. Leon shot through the air faster than sound, gathering a huge trail of fire. He tackled Don down to the ground, beat at him with his forelegs, and kicked him with his hind legs. Don regained his strength, and shoved Leon off. Leon quickly recovered, and roared in the voice of a ferocious and angered lion. He landed on the ground, and readied a charge by striking the ground with his hoof. Don, now recovered from the barrage of strikes, stood up now. His anger flared all over, judging by his mane flaring in black and red.

"Get out of here. It's going to get bloody," Leon ordered his friends. Something was different about him and his voice. It was deep, commanding, frightening. They looked at him in a mix of amazement and fear; he wasn't timid, he had almost a killer instinct in him. They complied without hesitation, and left Trotter Tower.

Leon then turned his attention on the demonic stallion, who had readied himself to charge. They stared each other down; one stallion whose eyes were red with black streaks and one whose fire red eyes remained calm. They both charged at each other, travelling at full speed. Leon then smirked, and sprung his trap. He opened his wings, flew low to the ground, and tripped Don. He then lifted Don up with the momentum from his flight, and flung him to a column in the center of the building. Tyrant Don tried to stand up, but was too weak. Leon approached the stallion, and struck a hard blow to Don's muzzle with his foreleg. The blow caused Don to knock out, and he lay bleeding from his mouth.

Leon then shone the amulet on Don, who now lay there unconscious, bruised, and bleeding. Leon then looked down at Don. "You will be trapped here by my fire. I don't know how long it will last, so listen closely. I will come back when I find the Spirits, for it is impossible to kill you now. And I will have the king, or the prince, personally execute you for your resistance against them! Understand this, as the last will!" Leon's voice was deep, powerful, and threatening to Don.

"You... fool... you can't... kill... me." Don coughed and hacked weakly. He cackled a bit, and hid something from Leon.

Leon turned back to him. "Like I said, I won't kill you. That honor is reserved for them. But for now, consider this death row."

Don fell back into unconsciousness. Leon, satisfied with the tyrant weakened, took off into the air, and stopped at the top floor. Leon had then flew around the top at lightning fast speeds, causing fire to emerge from him and setting the entirety of Trotter Tower's interior on fire. Finishing that, he finally left Trotter Tower, and shut the doors so that no pony would know what had happened. He shone his amulet on the door, and fashioned a lock made of fire. When he left, he removed the amulet, returning him to his normal colt state. He then placed the amulet back in the box. The other young ponies came running up to him, amazed by what they just witnessed. They asked him about his transformation, his attack on Don, and about the amulet. Instead of answering their questions, he informed them about what they would have to do.

"We have to find these Spirits. We should start with the ones around here first, and then head to Canterlot to find the others. We don't have much time before the fire burns out. I know what happened to me in there, but I know I can't defeat him alone... there's something in him keeping him from going down. Would it be all right to start the search tomorrow?"

"Yeah!" they all shouted. They all hugged each other, and headed to Leon's house.

...

Leon welcomed them inside, and asked them to make themselves at home. Draco came out of Leon's room, and welcomed him by licking him. Leon laughed and placed the dragon next to him on the couch. He went into the kitchen, and a few minutes later came out with six sandwiches and a cup of quartz. He handed each pony a sandwich, and placed the cup of quartz in front of Draco. He then proceeded to enjoy his sandwich. All the other ponies tasted their sandwiches as well, and when they did, their eyes widened and shone with some feeling. He instantly thought that they did not enjoy their sandwiches, but they then devoured their sandwiches in one more gulp.

"Amazing! What is in these sandwiches that make them so delectable?" Percy asked.

"Well, shut my mouth! I do declare that these sandwiches here take the cake! Don't y'all agree?" Annabelle exclaimed.

"Oh, it's nothing really. I put a small sugar cube in every sandwich I make," Leon explained. "Up in Cloudsdale, we would make sugar all the time. We still do that here."

"Leon, these sandwiches are delicious. I just love a colt who knows his way around a kitchen," Chloe said, making Leon blush a bit.

"Yeah! These sandwiches are incredible!" exclaimed Cloud Runner.

"It really eases my mind... and my stomach," said Doc.

"Yeah. Me too. Which Spirit we should try to find first? Wisdom, freedom, love, persistent, towards better things, and rebirth... I was thinking the wisdom one may be the easiest to find, so we should do that one first," Leon explained.

"Maybe. Where would Caelum Lux's smartest ponies meet up?" asked Percy.

"I don't think we can stay here for too long. After all, the spell we placed will wear off," said Doc. "otherwise we may get stuck up here with no way down."

"Yeah, I hear ya. Might want to head down now, it's getting late anyway," Cloud Runner advised.

"Yeah, I'm fixing to hit the sack soon. Tomorrow, I reckon I'll help y'all search for this Wisdom Spirit. I'll be getting along now. See ya!" said Annabelle. The other ponies said their goodbyes, except for Chloe...

"I'll be right there!" she hollered to the others. She then turned back to Leon. "Hey, what you did back at Trotter Tower… that was really brave of you. Thank you."

"It was nothing... really. I just acted without thinking," he responded, almost a bit shamefully.

"Well, if you hadn't acted quick enough back there, who knows what he could have done to us. If it was nothing, I wouldn't be thanking you."

"Yeah, I guess we wouldn't be here." He chuckled a bit, out of both humor and shyness. He hadn't been alone with Chloe before, and wanted to do something about it. Chloe seemed to notice this, and decided to help him out.

"I think I know what you're thinking about," she teased. He looked back at her, his face red and fear having taken over his body. She giggled at his shyness. _He hasn't been flirting with Cloud Runner, at least. I should do something... I know._

She then leaned over, and kissed him romantically. He was caught by surprise, but he quickly followed through, and it went for a good moment. POOMF! His wings had gone up yet again, and he noticed her horn glowing very brightly for a while. When they had finished, they both blushed and giggled sheepishly.

"I'm… I'm so sorry you had to see my wings do that. It just happens when something good happens to me," he explained embarrassingly.

"It's… all right. I'm sorry you saw my horn glow like that. It happens when I'm really happy, kind of like what your wings did right now. In a strange way, I'm flattered," she responded, and gave a sort of awkward smile.

He placed his wings down. _Smooth move, hotshot. You just offended the pony who kissed you. What a way to make a first impression._

She caused her horn to stop glowing. _Great. Now I probably have him thinking of me as some kind of common horse. I hope he doesn't._

Both of their worries were set aside when Leon spoke. "Thank you. You've... you made me one very happy colt..."

"And me one very happy filly," she responded.

"So… um... we'll… see each other soon? Like... together... again?" Leon asked, doubt in his mind.

"Of course." She got up to leave, and Leon opened the door for her. "I'll see you later, Leon."

"Yeah... I'll be seeing you." He stood taller than before, and he held it together.

As soon as she left, he shut the door and let out a sigh of pleasure. He flew up to his room, full of joy. His back faced the floor, and it was almost as if he swam through the air. He finally went in, lay on his bed, and was filled with thoughts of Chloe. But somehow, these thoughts were replaced with thoughts of sleep. _Wait, I'm not thinking about sleeping. What's… going…? _He could not even finish his thought before he eventually passed out.

...

He woke up in a pasture. He looked down, and saw the ground littered with grass and clovers. _What? I was sure I went home. What the heck's going on?_ He stood on all fours, and proceeded to find out where he was. He walked a few steps forward, and saw that he was just outside Clover Ranch. He saw a bright light, small but easily noticeable, fly directly past him. _What could that be?_ He followed the light, which was fast but not fast enough to outrun Leon. "Hey, wait up!" He noticed that his voice echoed throughout after he spoke.

The light that he followed soon stopped and took the shape of a mare. A pony with wings, he saw. Then he saw it grow a horn as well. _What? That's... impossible! It can't be a unicorn and a Pegasus... can it? _He came up to the mare, and saw that she indeed did have wings and a horn. The, whatever the heck it was, had light emanating from her everywhere. But that was all it was. She had no other details.

The silhouette turned to Leon, and its eyes began to take form. Another two lights appeared on the mare's head, but they were purple colored. The thing looked down at him, with a feeling of both care and seriousness. "So, you are the Phoenix Bearer?" she asked sternly.

He cowered a bit before he spoke. "Yes... I am. My name is Leon." He looked back up, and she shook her head.

"The Phoenix Bearer is the one with the amulet that, when worn, will give him great power."

"I... I had the amulet on. I used it to trap that stallion in Trotter Tower."

She then nodded solemnly. "True. Do you know what you must do next?" she asked

"I... I think find the Spirits of Peace and the Spirits of Harmony? I just don't know where to begin looking," he admitted quietly.

"For the Spirits of Harmony to be found, you must wait five years. They have not realized themselves yet, but will soon. The Spirits of Peace will be your first priority. Seek first the Spirit of Wisdom. He will be located in what is now known as 'Clover Ranch' running a school for young foals. When you do, I will inform you of the next Spirit to search for. Leon, you must bring back the king, or the prince if Tyrant Don is to be defeated. These ponies live in fear every day, and know that should he be released, he would enslave all of them. Do you accept this task, Phoenix Bearer?" she asked.

"Yes... of course!" he responded with enthusiasm. The mare's eyes then showed happiness, and turned to leave. "Wait! Tell me who you are... please."

She turned around, looked at him, and responded. "My name is Celestia, Princess of Canterlot. And with you locating the Spirits of Peace, I will find and teach the Spirits of Harmony. I will see you soon, Leon." She then glowed brightly, and disappeared.

Leon spent the rest of the time he had in this strange dream to explore Clover Ranch. He saw that it was as relatively full of ponies as when he first visited. He walked around the town and decided to ask for directions. He came up to Percy's restaurant, _The Olympia._ He walked in, and saw how full it was. He went more into the restaurant, and was stopped by Percy.

"Good day, Leon. How do you do?" asked Percy.

"I'm good. Sorry to interrupt, but where would I find a school down in Clover Ranch?" he asked.

"The only one down here is The Clover Field School for Foals. It's down by Annabelle's Clover Plantation." asked Percy.

"Yes, thank you very much." He waved goodbye, and decided to head to the school to see it for himself, until something pulled him up from the ground. He rose higher and higher at a lightning pace, and he couldn't control himself. He then woke up back in his room. Draco, sensing Leon awake, climbed up on Leon's bed and sat next to him. Leon looked back at him, and petted Draco. He now knew where he had to go first.


	7. Flags of Our Foal-Ups

Leon grabbed his amulet and goggles and headed down the steps, where his parents were eating just before leaving to work. "I'm heading to Cloud Runner's house. I may be back late." His parents looked at him, noting the word "late" in his sentence.

"Why would you be late here?" his mother asked. "Where are you going with Cloud Runner?" She thought they might be into each other, causing Leon to blush a bit.

"It's... it's not like that!" he denied, his face still red. "We're going to go down to Clover Ranch to find someone."

"Clover Ranch? Why would you go down there?" she asked.

"We're going to go help some of her friends."

She sighed at hearing this. She knew that Leon could fly perfectly now, and wanted to spend time with his friends, but her protector instinct told her not to let him. Finally, she agreed that he could go down there, as long as they weren't doing anything dangerous.

Leon, excited at hearing his mother's approval, thanked her and rushed out the door. He flew straight to Cloud's house, which was further in the city. He landed on her front doorstep, and knocked. A few seconds later, Cloud Runner opened the door. "Hey, Leon! So what's the deal with the Spirits?" she asked.

"We're going to have to head back down to Clover Ranch. The place we need to check is the Clover Field School for Foals," he explained.

"Near Annabelle's Clover Plantation? Got it. But which spirit are we looking for there?"

"The Spirit of Wisdom. He runs the place, but I don't know his name."

"I don't know either, but maybe some pony in Clover Ranch will." Cloud Runner grabbed her goggles and followed Leon towards the edge of the city. They each placed on their goggles, stood on their hind legs, and fell down the edge. It was always a good feeling, freefalling at top speeds through the sky with the wind blowing. They both knew when to pull up, and enjoyed the freefalling sensation. When they saw Clover Ranch in view, they opened their wings and let the wind carry them. They landed daintily on the same pasture they did the last time. They removed their goggles, then headed to Doc's house, where all the other ponies were waiting.

Cloud Runner knocked on his door, and he led them inside to a room with many maps. Every pony was seated around a circular table, looking at maps from both Clover Ranch and Caelum Lux. They all discussed the most possible for each Spirit to reside at.

"Ah, Leon. Any thoughts on which Spirit we should find first?" Doc asked.

"Yes. We... we need to head to the Clover Field School for Foals to find the Spirit of Wisdom."

"How do you know that he's exactly there?" Doc questioned.

Leon didn't know how to explain without sounding ridiculous. "I… um… found out from a good source."

"Then what are we waiting for? Let's go to this school and start a riot!" exclaimed Cloud Runner excitedly.

They all looked at her in surprise, their expressions clearly denying her idea.

"I was just joking. But we should head over there now, and save ourselves some time," she said.

They all walked out of the house, and headed toward the school. Everything seemed peaceful and relaxed, considering what they had gone through yesterday. They all seemed to be having a great time, laughing and conversing with each other. They came to the school, which somewhat resembled an observatory like Doc's, but instead had a bell where the chimney should have been. The building was filled with foals talking, laughing, and singing. They walked into the building, and no pony seemed to notice the group. The teacher was busy using her horn to write something on the chalkboard. The group slowly walked down the middle, and every foal had now taken notice of these older ponies amongst them. They looked curiously at the new visitors.

"Ms. Sugar Cube! You have some visitors!" a foal yelled from the back.

The teacher, Sugar Cube, turned from her attention at the board to meet the group. She smiled at them, recognizing Annabelle, Percy, Chloe, and Doc. She didn't know who the Pegasi were, but she thought it was nice to see familiar faces.

"Why hello, my little ponies. What brings you here to see me?" she asked.

"Hello, Ms. Sugar Cube. Pardon us for interrupting, but we were searching for the stallion that owns the schoolhouse. Is he here right now?" Doc questioned.

"Why yes, I believe he is. Is this an important matter?" she asked.

"Yes, it is. Thank you very much," replied Doc.

They said goodbye, and walked into the hall through the side of the classroom. They walked down all the way until they reached the headmaster's office. "So who was that mare? I mean, she's a teacher, but were you her students?" Leon asked.

"She was probably the best teacher we've ever had. We went hog wild when she was our teacher. She even helped me earn my cutie mark," responded Annabelle. She then showed them all her flank. Leon had noticed something he had not seen at first. Her cutie mark was a four-leaf clover, but because of her coat and the color of the mark, it was a bit difficult to see. They then knocked on the office door. They heard someone coming from inside. The door opened to reveal an earth pony with a box on him.

"Hello. May I help you ponies?" he asked.

"Yes, sir. We were wondering if you ran this schoolhouse," responded Leon.

"Yes, I do. Anything you need?" he questioned.

"Yes, sir. This may sound ridiculous to you, but we are looking for the Spirit of Wisdom. He was to give us an amulet when we found him."

"Spirit of Wisdom? I don't know any Spirits. Are you sure you're at the right place?" asked the headmaster.

"Maybe not. Sorry to waste your time," Leon said. They turned to leave, but the headmaster had called them.

"Hey! Did you say you were looking for an amulet?" he asked.

"Yes. Do you know where it's at?" Doc asked.

"Yes I do. But if you would be kind enough to help me out with something, I will give it to you." The headmaster looked at them expectedly now.

"Depending on what it is," replied Cloud Runner.

"I need your help teaching the foals in Ms. Sugar Cube's class. And I need someone to figure out the answer to this complicated problem I have," he asked humbly.

"Doc and I can help you with your problem. Cloud Runner, Chloe, Annabelle, and Leon can help teach the class," answered Percy.

"Yeah! We're great with children! Especially considering we were in this class," stated Chloe.

"All right! Let's do this!" cried out Leon.

Chloe, Leon, Cloud Runner, and Annabelle headed back into the classroom. They walked in on one of Ms. Sugar Cube's lectures.

"Sorry to interrupt again Ms. Sugar Cube, but we want to help run your class today, if that's all right with you," Chloe asked.

"Of course! They are learning about the Summer Sun Celebration, which will be coming in three months. We're also discussing about some of the cities away from here, like Canterlot," she explained.

"No problem! Annabelle and I can teach Canterlot and the Summer Sun Celebration. Leon could tell them about Cloudsdale, and Cloud Runner could tell them about Caelum. If you'd like, Ms. Sugar Cube, let us handle this class while you take a break from all this," Chloe advised.

"Well, as long as you know what the lessons are, I'll allow it. If you need any help, I'll be in the lounge area." Ms. Sugar Cube then left, leaving the class of foals to the four ponies.

"So, young fillies and colts, what would you like to know about first?" Chloe asked.

The classroom remained silent. None of the foals had spoken up, and it caused a moment of awkwardness for the four ponies. One of the fillies started hiding behind her hooves, waiting to get this over with.

"OK, how about we tell them about something first? Annabelle, would you like to go first?" asked Cloud Runner.

"All right, every pony. I'm gonna lay the bitty bit that I know about the shindig on all y'all." Annabelle cleared her throat. "It's a mighty fine day, in fact the longest day of the year, and on that day every year, Princess Celestia raises the sun, and every pony watches and cheers. They even celebrate with a big, fancy party and stay up till the roosters sing! That's about all I got. How about you go next, Leon? Tell them about Cloudsdale."

"Um… OK." Leon took a deep breath. "Cloudsdale is the city in the sky that I originally came from. It's not very big, but it has a weather factory that makes lightning, thunder, and rainbows. It also has a big stadium where Pegasi like me race against each other or compete in other flying competitions. The city has a flight camp where young Pegasi earn their right to fly. Cloudsdale is the sole provider of weather around central Equestria. That's about it for me. OK, now how about you, Cloud Runner? Tell them about Caelum Lux."

"What…? Oh, Ok. Well, if you don't know about my hometown by now, you will. C.L. is the biggest cloud city in Equestria. It was once ruled by kings and queens, but after a war, was left in the hands of the citizens left there. Like Cloudsdale, C.L. has a weather factory, a flight camp, and has the most Pegasi citizens in all of Equestria. All right, that's it from me. Take it home, Chloe!"

"Glad to. Canterlot, as you may already know, houses the royalty of Equestria. The city is known for its sophistication, glamor, and large unicorn population. In fact, I went to Canterlot to study the arts of healing at Princess Celestia's School for Gifted Unicorns. That's the reason I am a veterinary and sometimes a nurse at the family hospital. In fact, I even met the Princess on one occasion, when I healed many of the ill unicorns at Canterlot. She thanked me for the help, and that's when I realized that I should help ponies and creatures in need. Any questions about what you learned?"

The class stayed silent. They looked at all four ponies with wide eyes. The filly that hid behind her hooves was now keeping her head down in shame.

"Did we do something wrong?" Leon whispered, gesturing at the filly.

"I'm pretty sure we were supposed to keep them occupied for the rest of the day," responded Cloud Runner.

"What do we do now?" asked Leon.

"Hmm… I got nothing," responded Annabelle.

"Me neither," answered Chloe.

One of the foals up front picked his head up, and he raised his hoof. Leon cocked an eyebrow, and responded. "Um... yes? What did you need?"

The foal lowered his hoof, and asked, "What's your mark supposed to be?" Leon looked at the Phoenix on his flank, and turned back to the class.

"This one?" They nodded, and it gave Leon an idea. "So... would you like to hear about it?" Leon asked nervously.

The foals now picked their ears up; curious to find out what the mark meant. The Searchers saw how interested the class had suddenly become. The filly that had been hiding the whole time now picked her head up, with more easiness in her now.

"I guess that's a yes," Leon said. He continued. "Well... we were all doing our usual routines. I... I was staying at home, and noticed that my dragon at home was hungry and needed food. So, uh, me... and Cloud Runner had readied our wings and skydived all the way down Clover Ranch, where I met the most amazing ponies. They told me my cutie mark here," he showed them his flank, "was a Phoenix, and that it was extremely rare. So we went back up to drop the food off, and headed to Trotter Tower, where we found out that we have to find the Spirits of Peace and the Spirits of Harmony. That's why we came back down here! We came back to find the first Spirit; the Spirit of Wisdom. True story."

Every pony, including Leon's friends, had all stared at him in admiration and amazement. The filly in the back of her class raised her hoof. Leon looked at her in surprise, and smiled. "OK. You had a question? What's your name?"

"Chloe! You haven't introduced me to your friends, yet? Well, my name is Claudia, and I'm Chloe's sister. So you said you ponies were looking for some Spirits. Sounds very suspicious… are you all thieves?" asked the filly. She had a light red coat, with a blue mane with streaks of black styled similarly to Chloe's, but shorter in length. Her tail was the same color as her mane. Since she was just a filly, she did not have her cutie mark yet.

"Claudia, you know for a fact that I wouldn't be with thieves. And yes, we are looking for these Spirits. Fortunately, we know that one of them is here somewhere." At that moment, Doc and Percy came running inside the classroom.

"Every pony head outside now! Hurry!" Doc yelled out. Every pony fled the schoolhouse, and wondered what was going on that they had to flee. There was frantic yelling and screaming coming from them and they feared the worst would happen.


	8. The First Amulet

They were waiting all outside, waiting to hear why Doc and Percy's sudden intrusion was so important. They stood alert, and when the headmaster came out, he was smiling for some reason. _Why is it that this stallion is smiling like a maniac? Did he put a bomb that would destroy the building?_ Leon thought to himself, but immediately dispelled those thoughts.

"What's going on?!" yelled Cloud Runner. "Why did we leave?!"

"Something big is about to go down. Apparently, the headmaster saw in a vision of his that there was to be a very big event to happen right now," Doc explained.

Leon, overhearing the word the mention of a vision, looked at Doc with a quizzical face. "Did you say... vision? By any chance did this vision happen to have... Princess Celestia... in it?" he asked.

"How did you know? Yes, it did. He told me to be prepared for an explosion of light and colors, which means one thing. He said that when this explosion comes, something would be revealed to us. He didn't know what it meant, so he asked us. The only logical answer to this would be if it were a… a…" Doc did not finish his statement.

"A bomb?" asked Chloe.

"A volcano?" questioned Cloud Runner.

"A storm?" inquired Annabelle.

"An Orbital Friendship Cannon?!" Leon blurted out.

"No. no. no. And... what!? No! It's a… a Sonic Rainboom!" Doc yelled.

Just then, a huge ring of light approached Clover Ranch from the east. It was a dazzling display of colors and light, but what it could cause shook fear into the very core of the ponies who witnessed. The ring of light passed over their heads, and they watched in astonishment.

"Whoa! So intense!" one of the students said.

Leon's amulet shone a bright red color. The headmaster also shone a bright and dazzling emerald color. The headmaster's eyes shone as well, and as soon as the ring of colors passed, he stopped glowing.

"WHAT THE FU-"

BOOOOOOOOOOOOOOOM!

Leon was cut off midsentence by the loud noise that followed the ring of light, but could not catch up to it. They all covered their ears with their hooves. They looked up to see if it was over, and when it was, they stood in fascination. They all cheered and yelled, as opposed to the cowering they were just doing a while ago.

They all turned to the headmaster, who had been glowing at the time of the Sonic Rainboom. He stood there, glowing slightly in his eyes, and the glimmer of light then ceased as he returned back to normal. He turned to the six ponies, looking at them with a serious face.

"Yes, I realize it now. I received word from Celestia that something like this would happen, and when it did, it would give me all the answers. I know why you are all here, and that one of you is to receive the amulet. I know who it is..." The headmaster turned to Doc. "I'm not surprised. Your friends seem to know you are the wisest one of the group. They believe it, accept it as a fact. They know you have a library, which proves you are an intellectual. Even I saw it when you predicted the Sonic Rainboom. I believe I have something to give you." He went inside and came back out with the amulet.

"Doc, you represent the new Spirit of Wisdom. When the time comes, you will help the royalty with the power that this amulet holds. Until then, guard this with your life." He then placed the amulet around Doc's neck, and it shone a bright green when Doc placed it on. His eyes shone an emerald green, lighting the area with an aura of comfort. He stopped glowing, and the headmaster spoke again. "The next Spirit you must seek will be near one of two underwater settlements, though I am unaware which one. With this amulet, you will gain more magical abilities, one of which allows you to search for the Spirit. I wish you the best of luck on your journey." He finished explaining, and gathered the students back inside the classroom.

"Which Spirit is it?" asked Leon.

"I do not know. Celestia may inform you on their identity." The headmaster then turned around, but not before Leon stopped him.

"Wait... what's your name?" asked Leon.

"My name is Venture. Again, good luck on your journey." He then headed inside.

The six ponies stood outside, wondering about the next task at hand.

"He said the next Spirit was near an underwater settlement, actually one of two, whatever that means. You think you could find a spell on how to breathe underwater, Doc? I mean, if it's all right with you," Leon asked.

"I have enough time. He said this amulet heightens my power, so I may be able to pull it off. But I've never heard of an underwater settlement, though. Maybe he was mistaken, but I still think we should wait on this. I'll see what I can do for now." He said goodbye, and left home.

"I don't want to leave yet. You think you guys could show me more around town?" Leon asked.

Chloe looked back at him. _My, he really enjoys the time he spends anywhere. I want to be the one to show him around town. Or, if it all goes well, him taking a stroll with me all around town._

"Of course, Leon! I'd be honored to take you around town!" replied Annabelle.

Chloe looked at her in shock, which was later replaced by disappointment. _Annabelle, I know you mean well, but I kind of wanted Leon to walk me... I mean, me show him around town._

Leon, looked at Annabelle, and smiled at the welcoming behavior and help she offered. "Thank you, Annabelle." He turned to the others, and mentioned, "I think the others should also come along, too. I need all the help I can get around here."

"That's fine by me! Let's go hog wild all around Clover Ranch." Annabelle then proceeded to show him around town.

Annabelle led the way around the town, with Percy next to her, Cloud Runner behind both, and Chloe and Leon trotting together in the back. Chloe looked a bit frustrated, and Leon wanted to make her feel better.

"Hey, is something wrong?" he asked.

She turned back to him. "I... I sort of wanted to be the one to show you around town. You know, just the two of us. Annabelle means well, but still..."

"And that's why I had you come with me. I wanted to spend time with you as well. For now, though, let's let Annabelle take charge here. After she's done, then we can stroll down the rest of town. Sound good?" he asked.

"Of course, Leon," responded Chloe, glad he understood her.

The group first stopped at Percy's restaurant, _The Olympia._ Annabelle began to explain about the restaurant. "Well, this here is Percy's restaurant. It ain't much to look at, but they serve delicious food nonetheless."

Percy was horrified at the comment. "I beg your pardon? My restaurant is not repulsive, or offensive in any way!"

"I'm not saying that your restaurant is a sorry excuse of a diner, but it ain't the size a proper restaurant should be. No need to get your feathers ruffled," Annabelle responded. This caused Percy to be angered even more, but he managed to hold his temper.

They continued heading down the town, where they passed by Annabelle's Clover Plantation. "This here's my pride and joy. This here plantation supplies the entire town with a very good supply of clover, the most consumed item here."

"I'm surprised anyone would want to eat clovers from here, considering that they're grown from a pony that's foolish enough to wear a ridiculous winter cap in the Spring." Percy insulted Annabelle, and she turned on him.

"I told you, I never take this hat off. And how dare you call it ridiculous! My great grand stallion gave me this cap, and it's to help when I freeze the clovers for preservation. At least I ain't like a bump on the log sitting in a restaurant all day!" she struck back.

"Didn't your family teach you in that southern drawl of yours the phrase _Don't let your mouth overload your tail_? You're doing a terrible job at it right now, acting like a common horse." Annabelle got so angered at the statement, that she had steam coming out of her ears.

"Percy, I've told you many times before that my family and I are Midwestern! Stop being a pansy, or be like the old pony that fell out of the wagon, and get on out of here," she demanded.

"Annabelle, Percy, let's not do this," Cloud Runner interrupted.

"I'm terribly sorry, Leon, but if you want to continue this tour with this Southern Belle, then that's OK. But as for me, I'm leaving. Goodbye." Percy announced, his voice breaking a bit before he left back in the direction of his restaurant, galloping away. Cloud Runner then turned on Annabelle.

"What was that about? You didn't have to send the poor colt away. If you didn't mean to insult his restaurant, you could have apologized," she lectured.

"You're right. I could have. But that feisty pony had insulted my cap and my plantation. Let him carry on all he wants, but I ain't apologizing," responded Annabelle. "I believe the tour is over, ponies. I'm sorry I had to end it early, but piddling out here all day isn't gonna get those clovers harvested. I'll be seeing you later." She headed towards the storehouse of the plantation.

"What was that?" Leon asked.

"Naturally, those two ponies are the exact opposites of each other. Therefore, they seem to have the most tension between themselves than between any of us," Cloud Runner explained.

Chloe was worried at the argument between Percy and Annabelle.

"We've got to help them. They're our friends, and they shouldn't be so angry at each other. Any ideas as to how we can solve this?" Chloe asked.

"What if we asked each of them to come to a certain location, let them apologize to each other, and then we all get along again?" Leon mentioned.

"That's good, but we have to pick a place where they'll agree to go. _The Olympia _and the Clover Plantation are out. Where else would be a good location to forgive and forget?" questioned Cloud Runner.

"I think somewhere good for that would be in a quiet, peaceful environment. Maybe the outskirts during sunset. Or the beach, with its soothing waves and relaxing sand. That's where I'd be with my colt... oh, my!" She was thinking out loud, and realized this when Cloud Runner had attempted, and failed to hold a laugh. Chloe's face turned red hearing Cloud Runner's hysterical laughter. Leon couldn't help but feel a mix of both happiness and nervousness.

"That's enough, Cloud Runner. We're here to help, not to put down. I think that's a great idea. But we need a location that's not too subtle, but not too noisy. What do you guys have?" Leon asked.

"Well, we have the park here in town..." Chloe said.

"That's a great spot! We just need to find a way to bring them both together without setting them off to the fact that they'll see each other. How will we do that?" asked Cloud Runner.

"Some pony invites Percy, and then another will invite Annabelle. I think I should invite Annabelle," Chloe said. "Leon, you and Cloud Runner invite Percy. We're going to make this work, or we may never be the same again. We'll meet back at the park when we're ready. Sounds good?"

"Yes. Let's go get them to forgive and forget," Leon said. Leon and Cloud Runner head to _The Olympia_, while Chloe headed to Annabelle's.


	9. Reminisce

Leon and Cloud Runner flew to Percy's restaurant. They knew they would have to invite him without raising any suspicion, or he wouldn't show up at all. They landed in front of the restaurant, and walked inside. The restaurant, as usual, was packed full of ponies looking for a quick bite to eat. Percy came over to them and welcomed them openly.

"Leon... Cloud Runner! Welcome to _The Olympia_! Looking for a meal, or did you just want to stay and chat?" he asked cheerfully. Had they not been there, they would have never guessed that he had an argument with Annabelle.

"Actually, we were wondering if you could guide Leon around the town. Maybe you could help him out with familiarizing Clover Ranch?" Cloud Runner suggested.

"I see. Annabelle didn't bother continuing your tour? It's a shame... really." He looked distant from Leon and Cloud Runner. "But I'd be honored to continue where she left off. In fact, I know the park here offers a very scenic route. Would it be all right to pass through there?" asked Percy.

"Of course! I told Leon that we should head by there because of that. Maybe instead of passing by it, though, we could stay and hang in the park for some time," Cloud Runner mentioned.

"Fantastic idea, Cloud! We can observe the park in all its beauty. Allow me to check out quickly." Percy went to the back of the kitchen and came back out. "I'm ready. Let's go!"

…

Chloe, on the other side of Clover Ranch, stopped by Annabelle's manor. She went up and knocked on the door. No answer. _She must be out harvesting._ Chloe went to the north fields, which was her part of the plantation to harvest, and searched for Annabelle. She had found her picking the clovers, making sure to only pick the ones that were ripe, placing them in her cart, and storing them in preservation. Annabelle saw Chloe and greeted her.

"Oh... hello, Chloe! What brings you on over here?" Annabelle asked.

"Annabelle, listen. I'm going to be completely honest with you. We need you to go to the park so that you and Percy can forgive each other." Chloe looked at her expectedly, knowing that Annabelle would do anything to help her friends.

"I appreciate your honesty, but it's a no can do. I'm sure he doesn't want to come neither." Annabelle went back to picking clovers.

"Please, Annabelle. It's important to us that we still have our friends. We don't want to have you fighting with each other." Chloe couldn't stand fighting between any pony, and she always wanted ponies to love each other.

Annabelle was touched to hear this, but doubt still lingered in her. "OK, Chloe. I'll go with you. It does seem ridiculous to fight with each other. But if I'm the only one apologizing, I'm getting out of there in two shakes of a sheep's tail." She quickly pulled the cart towards the cooling house of the plantation and came back out ready to go.

…

Percy, leading both Leon and Cloud Runner, trotted happily through the parts of town not covered in Annabelle's tour, and after mentioning some notable locations like Chloe's family hospital and the old well, they finally headed to the park. It was a fascinating sight, with the woods on the east side, a small creek on the west, and a beautiful, marble fountain in the middle. Near the fountain were three benches, also made of marble. Surrounding the central fountain was a small moat with a red, wooden bridge crossing both sides of the moat. Leon smiled as he passed through the park, marveling at its beauty. _Yeah... I can see this as an awesome place to take Chloe through. But where are they at?_

"Percy, you never told me how wonderful this place was. This looks more like a… what's the word?" Leon described.

"Like a piece of nature, taken in all its magnificence and replaced here. Yes, it was a marvelous sight. I used to take many walks down here, but then I had found something much more beautiful than even this." Percy seemed to be reminiscing, and he looked very depressed.

"And what would that be?" Cloud Runner asked.

He didn't answer the question for a moment, and then he responded sadly. "It doesn't matter. I was deceived by beauty, and what I really found out was that love hurts... I'm sorry, friends, but I have to go. This location brings back some memories that I wish not to remember." Percy turned to leave, tears in his eyes, but Cloud Runner and Leon stopped him.

"Wait! Percy, we brought you here for a good reason. We want you and Annabelle to stop ignoring each other. We can't be at each other's throats. It's not just going to hurt you; it's going to hurt all of us. I know you're a gentlecolt, and you being one means you can apologize and forgive her. The question is, will you?" Cloud Runner lectured.

He looked down in shame. "You're right. As a gentlecolt, I should be the first to apologize, even if she doesn't. I will wait for her, and I'll get things off my chest. If she does forgive me... then I haven't failed after all." He galloped to the center, and sat on one of the benches. Leon and Cloud Runner both left him alone, seeing any outside interference being a nuisance.

…

Chloe and Annabelle soon arrived at the park. Annabelle, upon seeing the park, became very sad. Chloe knew something was wrong, but couldn't figure out what. "Annabelle, when Percy arrives, I'll leave you two alone. This is something that only you two can solve. Will you be OK?"

"I will. I just hope I don't get the short end of the stick this time. Thank you, Chloe. If it doesn't go well, it's good to know I at least tried." Annabelle went to wait at the center, while Chloe had left. She was surprised to see Percy already there. Percy turned to see her, and offered her the seat on the bench. She accepted, and they both sat down.

They both looked sad, almost to the point of tears. Percy turned to look at her, but could not figure out what to do. His silver eyes gleamed brilliantly, and he removed his top hat, revealing his long, groomed mane. _Damned nation. I want to make her feel better. I just feel that sorry won't be enough. Maybe remembering the past with her may make her feel better._

"Annabelle... remember when I was the young colt who moved into this town? Only then and now have I ever felt so alone."

_How could I not? He was the pony that hid from us all the time. But it was just out of shyness. _Before she spoke back to him, she removed her winter cap, revealing her teal and black mane. She tied her mane at the end with a braid to keep it from flying. "Yeah. You had to move in with your granny." She watched her dialect. "I mean, your grandmother. I knew that you had pain when you moved in, and I didn't bother to ask, because it may have been so careless of me to do so... but, I wanted to comfort you anyway... so I came by your house and welcomed you with a box of clovers."

"Well, I thought that was the most generous action any pony had ever done for me. I literally remember smiling at how polite you were. I thought for sure we were going to be good friends. But many times afterwards, we would argue over the littlest issues. I realize that we had gotten together so well when I first came to town... and I want to be like that again. I'm sorry." He shed a tear, and he breathed deeply to control himself.

"Percy, I thought you were the shyest pony I had ever met. But you accepted my gesture of friendship anyways. I also thought we'd be two peas in a pod. You always complimented me, and I was always flattered. I do admit, though, that I have shamefully started arguments with you." Her eyes also began to water, but she also kept in check. "I truly apologize... for everything." She looked down at the ground, wondering if she should say what else was on her mind.

"Annabelle, when I first met you, I knew I had found a true friend. I don't know when... but... sometime after that, I had wanted to be... well, more than friends. I was just too afraid to tell you." He blushed at the statement, waiting to hear her reaction. She blushed as well, and felt warm inside.

"Percy, that's exactly what I wanted to tell you. I... I feel so close to you, that I sometimes wonder how you'd react to me telling you that... I like you. And I mean _like you_ like you." She knew that they both had the same feelings for each other.

"Do you really mean it?" Percy said happily. "Because I do, and I really want to spend much more time with you." Percy looked at her expectedly.

"Of course I mean it!" She giggled at herself for a bit. "I had wanted to spend more time with you as well. You're everything that a colt should be: polite, kind, thoughtful, and honest. Sometimes you may go overboard, but I know you always mean well." She looked deeply into in his eyes. There was immediately a spark that could not be explained.

They held each other's hooves, and continued gazing into each other's eyes. At that moment, each knew what the other wanted to do. "May I?" asked Annabelle.

"After you," responded Percy soothingly. Annabelle then wrapped her hooves over his shoulders, while Percy wrapped his around her. They leaned closer together, closed their eyes, and connected with each other. There was a moment of pure bliss, and as they kissed, they felt, saw, and heard nothing else around them. It lasted for a good moment, but they felt it was much more. They stopped, and smiled at each other, blushing as they did.

They had gotten up, hugged each other, and walked together through the rest of the park. The water was calm, and they both seemed to notice this. Percy himself wondered about the silence of the creek. _I love how quiet and calm the water was during this. It is usually so noisy. It must be the work of something greater than itself._ They left together, and headed back to _The Olympia._


	10. Build Up

**Note: This part of the book is going to be the first major revamp for the ****_Redux Edition_****. Rather than in the original, where Rapture was exactly like BioShock, the story is going to remain more realistic to the universe they were in. Though some references will still be there, such as Rapture remaining as the name, the next chapters WILL be overhauled to fit in the MLP universe. Without further ado, here it is!**

Annabelle and Percy entered the restaurant, where Chloe and Leon were waiting together for their return. Cloud Runner was also there, but was snacking on some clover salad. Leon and Chloe approached them.

"I'm guessing you two are so happy because you made up?" Chloe asked.

"Yes, you could say that." Percy looked happily at Annabelle as he said this.

Leon didn't understand what this meant, but Chloe squealed in delight. "You told him, didn't you? I knew he wouldn't resist... and that you had nothing to worry about. You've got to tell me all about it." Annabelle and Chloe walked over to another table, and sat explaining the details of the park.

"Um... may I ask what happened?" Leon asked.

"Well, we made up... and got together," Percy explained happily.

"Got together? As in... a couple?" Leon asked.

"Yes, we did. I suppose Chloe told you the situation before we arrived?" Percy questioned.

"She did. I'm glad to hear things went well." Leon ordered a clover sandwich from the menu. Percy decided to ask Leon about his status with her.

"Well... we're starting to grow closer together... but... I'm a bit nervous when I'm around her. I really want to do something that would be fun for both of us, like a stroll on the beach. Is there one close by?" Leon asked. His sandwich came and he started eating.

"There is! It is a sight to behold! It's only about a few minutes from here, due west. That's also where Doc pointed out we would be heading tomorrow," Percy stated.

Leon gulped at the words Percy stated. _Search? Damn! I had forgotten all about the search tomorrow. And here I am, wondering how to please Chloe, when instead I have to figure out where the Spirit will be. What am I going to tell her? You didn't think this through, you heartless bastard!_ Leon pondered how, or better yet what, he would do to make Chloe happy. At that moment, Chloe and Annabelle came over.

"Chloe, we need to talk." Leon stated firmly. Percy and Annabelle, not knowing what to expect, gasped in shock.

Chloe, also not knowing what to expect, stood there. _Oh no! I must have done something wrong! Please don't be what I think this is._ "Yes, Leon?" she asked nervously.

"Chloe... we, uh... we need to do something together sometime soon. I was thinking... maybe, we could do something after the search... I mean, if that would be all right with you." Leon told her shyly. He could tell she had just gotten stressed out at what he said, because she breathed deeply. _Shit. I knew she would be mad. Wonder how I'm going to handle her anger, or sadness. Goddammit! Why couldn't I do this earlier!?_

"Leon... of course it's all right. I thought you might be telling me something else." They smiled and held each other's hooves. He thought much more calmly now, and something he couldn't explain lowered inside him. _I'm glad she understood._ He finished his sandwich, and stated his leave. "I should go back up to C.L. Get plenty of rest for tomorrow; see what I can find out about where we'll be looking. I'll see you all later. You too, Chloe." With that, he kissed Chloe goodbye, and left outside. He placed his goggles on, prepared his wings, and took off.

…

After flying for some time, he wondered why his thoughts down at Clover Ranch became a bit more irritated than they ever were. _I had never become so irritated that I would think as harshly as I did back there. What happened? And that feeling inside me that lowered… what was that?_ He had seen his home now, and he proceeded to land on the cloud.

He then walked inside his abode, which was quiet save for the fact that Draco came down from upstairs. Except something was different about him; he was walking on his two hind legs. _Whoa! I didn't know dragons could do that! What's next, him speaking in perfect dialect?_ Leon walked to the kitchen to feed Draco his daily dose of vitamins and minerals. Afterwards, he headed upstairs and saw how late it was. _If we're leaving early, then I need to get as much rest as possible._ Though he didn't think about sleep at the moment, his head yet again flooded with thoughts of rest and relaxation. He barely reached his bed before he passed out.

...

Back again in the dreamscape version of Clover Ranch, he stood up to find himself just outside the town. The dreamscape always seemed to be set during either sunrise or sunset, but he could not tell when exactly. He came up with the answer as to why he would be summoned here. _Celestia wants to inform me of the next Spirit._ He waited, and soon saw the orb of light that was Celestia. She led him to the fountain in the town's park. It looked much more beautiful than it was that afternoon.

Celestia then began to take form. She formed the exact same way as before, except rather than being completely covered in light, she revealed her true form. She was a tall, white mare, with the same wings and horn she had before. Her mane, long and flowing, was a purple, green, and blue color. Her eyes shined the same purple that they did the night before, and she wore a crown and horseshoes made of gold. She looked down at Leon.

"It seems that you've obtained the Amulet of Wisdom. Your friend Doc was excited to test out the magic that the amulet possessed. He even learned the spell you need for the next Spirit; the Spirit of Amendment," she explained.

"I heard from the headmaster that this Spirit is near an underwater civilization. Two, to be exact. Is that true?"

"Yes, as surprising as it may sound to you, it is. Unfortunately, the cities themselves are split off from each other, and are occupied by both land-dwelling ponies and mermares separately. What's worse is that these ponies are at war with each other, and it has caused the death of many from both sides." Knowing he would ask about what mermares were, she continued. "Mermares are ponies that have the ability to live underwater, but at the cost of having their hind legs replaced with dorsal fins. They are all unicorns, as magic is the only way for a non-mermare to become one."

_The... what? Now I've heard everything. Ponies living underwater, who'd have thought? And they're at war with each other? Seems like a messed up place that could only exist in a demented idealist's head._ "Where are the city and the Spirit located?" he asked.

"The cities, named Rapture and Atlantis, were built only five minutes off the coast of the beach here. The Spirit of Amendment is located in one of these cities, though I am unaware which one. Though there are two ponies truly seeking a way to end this conflict peacefully, others have been planning to overthrow one of them. In fact, one is so influential that he has made himself dangerous using forbidden magic. In order to receive the amulet, you must prove to the diplomats that you can end this conflict peacefully. You may need to assert yourself, though, as the other ponies will not hesitate to kill each other. Can I trust you, Leon, to end this conflict peacefully?"

Leon bowed to the princess. "Of course, Princess Celestia. I will." He paused for a moment. "May I ask you questions before you leave?"

"Of course, Leon. What's on your mind?" Celestia asked.

"What was that explosion earlier today? The Sonic Rainboom?" he asked.

"That explosion, as I calculated, allowed all six of the Spirits of Harmony to earn their cutie marks." Upon hearing this, Leon knew that they had to be younger than him, seeing that he and his friends were on the verge of being stallions and mares. "The young filly that created that explosion represents the Spirit of Loyalty. I believe you may know her, seeing as she is from Cloudsdale."

_A young filly that made a rainbow appear out of nowhere? I think I may know the cocky filly that did that. _He immediately discarded the idea. _If she is the Spirit of Loyalty, I can't think of her like that, even if it is Rainbow Dash._

"What is this magic that the other pony has found?" Leon questioned next.

"This magic allows for him to create lightning, fire, ice, and other arcane spells, which can be used to kill others. What's worse, however, is that this pony is the land-dweller leader's brother. If he is to be hostile towards you, then the leader is sure to follow suit."

"What magic was in the Amulet of Wisdom?" Leon asked next.

She hesitated before she answered this. "Though I hate to admit it, forbidden dark magic is also in that amulet. Fortunately, your friend is good willed and the amulet will not work with bad intentions. But the magic inside has the potential to change, warp, transform, and even kill another pony."

"My final question, princess. What is an Alicorn? I've heard about it from Trotter Tower, but I don't know what, or who it is."

"An Alicorn is what I am. That is, a pony with both wings and a horn. The Alicorn only exists when royalty is bestowed upon them, but there is the rare occasion that an Alicorn is made, not born. Such as when a unicorn sprouts wings, or a Pegasus growing a horn."

With that, Leon was done asking questions. Before she left, Celestia gave him one last warning. "Leon, watch out for your amulet. Use it only in emergencies. The power inside it has many adverse side effects; ones that can harm you." After giving her final warning, she glowed brightly, and then disappeared. Leon, still in the dreamscape, explored the town even further, until he reached Chloe's Animal Care. He walked in to see Chloe tending to the pets of many ponies inside. He also saw her little sister, Claudia, assisting her. He went over to her, and placed his hooves over her eyes.

"Oh, I wonder who that could be?" she teased. She turned around, saw Leon, and smiled. "Leon, you know I'm working."

"That doesn't mean I can't see you." He leaned close to her and kissed her softly. He then looked over to her sister, who had taken notice of him. "Hello, Claudia. You haven't told me about yourself yet."

She ignored him completely, as though he weren't there. "Was it something I said?" Leon asked.

"No, she's just a little embarrassed that we came to lecture her class."

"We didn't need lecturing, Chloe. We were doing just fine. I was just humiliated in front of my class by you." She turned to Leon. "Thank you for coming up with that awesome story! My classmates were amazed by your adventures!"

"Claudia, I'm pretty sure Nolan here is a better listener than you," responded Chloe, motioning to the dog on the table she was working at.

"Well I think Nathan here would be a better sibling!" Claudia struck back. She was referencing to the ferret she was helping.

"I think I should go, now. I'll see you later, Chloe," Leon said.

"Goodbye, Leon. Nice to see you again." She then proceeded to help the animals on the table.

As Leon left the building, he began to float up into the air again. He knew he was waking up, and that it was time to find the next Spirit.


	11. Welcome to Rapture

Leon immediately awoke to find Draco in his face. Draco seemed excited for some reason, and Leon didn't know why. "What's up, little guy?"

"Wonder why I'm smiling? Go ahead, guess," Draco said.

At this, Leon's eyes went wide, and he fled to the safety of the bottom of his bed. _What the heck? He just hatched two days ago, and he can already speak and walk upright. That dragon's smart, I'll give him that._ He looked up to Draco, who was still waiting at the top of the bed. "How… how can you talk so perfectly in just two days?"

"Well, I've been picking up on words in your conversations and sort of learned it naturally. I can't explain how, really. I just knew," Draco responded. His voice was very much like that of a pony he knew from across the great ocean.

"No. Nobody, whether dragon or pony, can learn a language that quickly."

"Well, I can prove you wrong on so many levels right now," Draco said. He had a sort of know-it-all attitude. Leon didn't like it much, but if it was the way his dragon was, than he would have to accept it.

"Well... uh... Draco... you want to head down with me to Clover Ranch?" Leon asked.

"Would I?! Of course! Just let me get my saddle." Draco went over to the closet and pulled out a neatly made saddle. It seemed to be made of a shiny substance Leon could not identify. Leon knew, however, that he never had a saddle before. _He even made his own saddle? What can't this dragon do in a few moments?_

Leon attached the saddle to his back and grabbed his amulet while Draco hopped on. Leon trotted downstairs, and headed out the door. He walked over to the edge, placed his goggles on, and waited for Cloud Runner to show up. "I wonder how Cloud would react to you speaking."

"Maybe she'd react like you did; running and hiding like a little..." Draco didn't finish as Leon showed frustration at the response by smacking Draco with his wings. "Oww!" Draco yelped. Leon smiled in satisfaction after that.

Cloud came up to Leon, and greeted him. She noticed Draco on Leon's back. "Hey, little guy! How are you doing?"

"I'm doing really well. And you?" Draco responded.

Cloud Runner stood in astonishment, judging by her jaw hanging down when he spoke. "Whoa! You never told me your dragon could talk, Leon."

"Believe me, I just found out this morning. Are we going to meet the rest of them at the beach?" Leon asked.

"Yeah, they agreed to meet up there. Ready to fly, little guy?" Cloud asked Draco.

"I've flown before. I was born for this!" he exclaimed. _Great, it's bad enough I knew one cocky mare at Cloudsdale, now I have to deal with one here, too?_ Leon thought to himself.

They readied themselves as usual, by sticking their arms out to their sides and skydiving down below.

…

They soon landed down on the beach and removed their goggles, instead of landing in the small meadow they usually landed on. The beach was just a trotting distance from Clover Ranch. The beach was quiet today, but it was a sight to behold. There were no cliffs or rocks, so when the waves came in, they only made a soft, soothing noise that could not be explained. The sand was a golden brown, and was relatively smooth considering the waves coming in.

All the other ponies had been waiting for them on the sand. Doc had been practicing the new spells he learned yesterday. Annabelle and Percy were watching the sea together, holding hooves. Chloe had been lying in the sand, waiting for the arrival of Leon. They all saw Leon and Cloud land, and when they did they huddled together, planning what they would do next. They seemed to notice Leon had brought Draco along.

"Is he coming with us?" asked Percy.

"Yeah, he is. He may be useful over there," Leon responded.

"All right, then. I discovered a spell that can allow us to breathe underwater. But we won't be able to change back until we get back to dry land. And, I must admit, you may freak out at first," Doc said.

"I've gotten more info about the place we're going to. We have to be careful with how we enter the city. The reason being because there is a war of some kind going on down there, and if we get caught in the crossfire, we're as good as dead," Leon mentioned.

"Did you just say... war!?" Doc asked in terror.

"Yeah. The mermares and the earth ponies are all fighting each other to the death. The pony we're looking for is an earth pony diplomatic leader living in the underwater city, Rapture, and if we want that amulet, we need to end this war peacefully... somehow," Leon said, a bit hopelessly.

"Mermares? What are those?" Annabelle asked.

"Mermares are ponies who can live underwater because they have fins instead of hind legs. Though they're called mermares, I'm sure there are stallions underwater as well. Who will go to each city?" Leon asked.

"I'll see what I can do about the mermares!" yelled Cloud.

"Me too. I want to find out more about this species, and why they would wage war on the earth ponies," Doc mentioned.

"I might as well go too!" exclaimed Annabelle. "I'll be sure to make a good first impression, y'all!"

"OK, so Chloe, Percy, and I are off to Rapture. That's good. I'm sure Percy has some negotiating skills that could be of great use here, don't you?" Leon asked.

"I might. But what if come into contact with hostiles?" Percy responded.

"I doubt it will happen... but if it does, Doc can use his magic and I can use my amulet. Hopefully, it won't have to come to that. Are we all set?" Leon asked.

"We're all set. Let me use my magic on us, while you three take the entrance to the city more south of here. It's in a cave that's not very well hidden, but that's to allow more earth ponies to enter. Good luck."

"You too," Leon answered. He placed his hoof in midair, and looked at the other ponies expectedly. They then placed their hooves together as well. "Let's go, Spiritual Searchers!" Leon announced.

"Wait, that's the name for the group?" Cloud asked.

Doc then turned around and used his magic to change himself, Cloud, and Annabelle into mermares. The transformation was fascinating, but looked gruesome. Their hind legs had turned into fins, which combined to make one great tailfin. They then swam out to sea.

The other three ponies and the dragon then headed south as Doc had directed. Leon explained to them the horrors that the rebel unicorn had discovered; arcane magic. After some explaining, the group had come across the only cliff on the beach. As Doc stated, the cave was hidden, but not too well. They had entered the cave, where Chloe shone her horn to provide a source of light. They walked through the cave until they came across a metal hatch. Inscribed on it was the statement _Welcome to Rapture! Free of Parasites!_

"Who would be considered a parasite... in this case?" Percy asked.

"Don't know. Maybe the mermares," Leon answered.

Leon opened the hatch to find some small, metal object large enough to carry four, maybe five ponies. _That's what would be called a sub. Big enough to carry us three and Draco. _They entered the object, finding it much roomier than they had originally thought. There were chairs for each pony to sit in, which they did, and found there was nothing else in the sub other than a service radio and solitary lever that was placed in the front of a window. Leon pulled the lever, causing the hatch of the sub to close and causing it to start moving. Whatever was happening to the ponies inside could not be stopped, and they began their slow descent to the depths below.

Leon, Percy, Chloe, and Draco sat waiting in the sub, when a screen pulled up from the bottom of the sub. The lights in the sub then went out, and it remained dark for a second. A light then shined on the screen, and a short film began to play.

"Welcome, fellow pony. I am Opus, ruler of Rapture. If you're here, then you have been weighed down by the oppression present above ground. Are you not entitled to that which you produce and work for?

'No,' says the unicorn from Canterlot. 'it belongs to Celestia.'

'No,' says the Pegasus from Caelum Lux. 'it belongs to the king.'

'No,' says the earth pony from Yonder. 'it belongs to every pony.'

"Like me, you turned away from the unfairness set forth by these so called 'paradises.' I chose the option different from these cities. I chose the equality. I chose… Rapture.

"A city where the Pegasus is not limited to the sky and its boundaries, where the unicorn is not limited by the weaker in magic, where the earth pony is not condemned to grow and produce food. And with that which you produce and work for, Rapture too will become your paradise."

The film had ended, and when the screen lowered, the ponies and dragon inside the sub were presented with a breathtaking view of Rapture. "Whoa!" all of them said in delight. _You would never believe a war was happening nearby. It's just so amazing._ The city seemed to resemble a retro building style similar to Manehattan's, and the city was illuminated in lights. Outside some of the buildings, giant mechanical silhouettes had been repairing and monitoring sections of the city boundaries. The sub had pulled into the city, and landed in a station of some sort. The sub went into a tunnel of darkness, and the four inside the sub waited.

…

Somewhere else in the city, ponies were monitoring every aspect of the city. They checked all security cams, and everything was as routine and normal as usual. They were on their coffee break, and they all seemed relax. They then received an alert on one of the screens, and the pony that was monitoring it had spat out his coffee in shock at another pony.

"Watch it, asshole!" the coffee-drenched pony exclaimed.

The other pony ran over to the monitor, and observed it as the Bathysphere cam. On it he saw a Pegasus, unicorn, and earth pony. He saw something else in there that he could not recognize, and he immediately reached for the service radio on the wall in the office. He dialed a code on the radio, and waited. A voice came through the other line.

"Yes. Is there something wrong?" the voice asked calmly.

"Yes, sir! The Bathysphere has been activated, and is occupied by four, repeat four, bodies. Should we deactivate the sub?" the maintenance pony asked.

For a second, there was no response. "No. I want you to welcome them, and bring them to me. I'll see who they are, and inform you what to do next," the voice answered.

"Yes, sir!" The maintenance pony then activated the procedures for the receiving bay in the Bathysphere station, and was soon ready to receive some guests.

…

Leon, Chloe, Percy, and Draco all waited while the sub continued through the tunnel. They then came out of the tunnel, where the submarine station was packed with Pegasi, unicorns, and earth ponies alike. They had all wanted to see who came down into Rapture. The sub had pulled to a stop, and the hatch opened slowly.

"Do we get out now?" asked Percy.

"I don't know about you. But I for one am not missing a reception here," said Draco.

Chloe and Percy turned towards him with surprise. "Leon, your dragon can talk?" Chloe asked.

"Believe me, I just found out this morning. He learned pretty fast, though," Leon answered.

They all walked out of the sub, where they were greeted by the residents' applause. Two ponies, dressed in security outfits, asked the newcomers to come with them.

"Are we in trouble? Did we offend any pony?" asked Percy.

"Not at all! In fact, our leader called you over personally to meet you," one of the ponies explained.

"Well, we must be welcome if they had this welcome reception organized," Leon commented. _Something strange is going on... or my name is Leslie... and it's not._

They followed the security ponies through the city, which housed many more ponies than they thought. The ponies down here seemed to enjoy life down here, and they seemed more technologically advanced than most of the cities above ground were. They seemed to use technology for almost everything, whether to send messages to each other, travel throughout the city, or even to improve the food supply. _Obviously the slide show was true. They weren't limited to what they could do, or what they could make._

They passed through the area, and were led into a rotunda built of glass. There, they saw a set of large, metal doors, marked with the inscription _Rapture's Finest: Opus and Lexicon_. The ponies that had guided Leon and his group had stood by the door, where they called on a radio to the other side. "Sir, we're here with the visitors. Should we bring them in?" one of them asked.

"Yes. Bring them in," the voice responded.

With that, the pony who called on the radio punched a code on the door. The code reader then beeped and flashed green, and the doors slowly lifted up. "Come inside," he said. The security ponies then led Leon and his group inside, where they waited. The room was an office, with two large desks, a conference table, and some podiums.

Another door inside the office opened after a while, and a Pegasus walked out from the door and into the office. The Pegasus had a faded yellow coat. He had an orange mane that was combed really well, and his cutie mark was that of a sickle. His eyes had the unusual feature of being oppositely colored; his right eye was green, while his left eye was a deep blue. He walked to one of the desks and sat down.

"Welcome to Rapture, outlanders! Allow me to introduce myself. I am Opus, leader of Rapture and the earth-dwellers! Excuse me, Jack and Johnny, could you leave us to speak? I have much to discuss with the newcomers," Opus asked.

The two security ponies nodded, and left the office. Opus then turned back to Leon's group. "Listen here, outlanders. I know who you are and why you're here. You've got a lot of guts coming down here," Opus responded coldly. Leon and his friends showed their surprise at Opus. _If he knows why we're here, will that make things more complicated than they already are?_

"Tell me, Phoenix Bearer, what is your royalty going to do to Rapture when he returns? Destroy it? Shut it down?" he demanded. _No doubt about it. It's going to be a hell of a lot harder now..._


	12. Arcane

Sometime after they turned into mermares, Doc, Annabelle, and Cloud Runner had swam deep into the ocean. There were many sights to behold; the colorful coral reefs, the exotic marine life, and the vast size of the greenish-blue waters of the ocean. Doc knew the directions to where the mermare colony was located, so he led the way. They passed many schools of fish, where their dazzling display of colors hypnotized the three ponies. They continued swimming for a while, until their destination was in sight.

_Yes. Just as I thought. Atlantis. A beautiful city, no doubt._ They all headed towards the city, which was styled from the same era that cloud cities like Caelum Lux and Cloudsdale were. Only instead of being made of clouds, the buildings here were made from coral. Because of this, the buildings were many different colors. The three ponies traveled through the beautiful city, fascinated by its natural look and atmosphere. Many of the mermares here, all of them unicorns, seemed to be minding their own business, and had no worry at all. _If there is a war, they sure don't seem to acknowledge it. _Doc thought to himself.

He approached one of the mermares and asked her where he might find whoever's in charge. She pointed them to the Coral Sea Grand Hall, located on a reef slightly higher than the rest of the city. He thanked her and the three ponies headed towards the Grand Hall. The Coral Sea Grand Hall looked very similar to, if not exactly like, Highlander Heights, with the only difference being that the Grand Hall was made of coral rather than clouds. As they approached the Grand Hall, two guards denied them entrance. "Halt! Identification, please," they ordered.

_Damn! I should have thought this through more. Wait a minute…_ Doc pulled out his amulet and displayed it to them. The two guards inspected it closer, and stood stern. "You may enter, Spirit. Our leader, Empedocles, would like to speak to you about the Phoenix Bearer." The two then guided them into the Grand Hall, where many guards were conversing to sea creatures of all types, including sharks, octopi, sea mammals, and vast species of fish. _I'm guessing they've established good relations with the local marine life._ Doc thought. The two guards had led them to a door decorated with gold.

They had opened the door, and led them inside. There, a mermare was sitting, filling out reports on clamshells. The mermare had a aquamarine coat, and his tailfin was a dark blue color. His mane was a purplish blue color as well, and it flowed in perfect alignment with the water. He looked up, and welcomed them warmly. His eyes appeared to be a turquoise color.

"Why hello! You must be the Phoenix Bearer's trusted aides, judging by your friend here being the Spirit of Wisdom." The ponies looked at each other in surprise. "I know you're not really mermares, but it doesn't matter to us. Tell me, are you looking for the Spirit of Amendment by any chance?" Empedocles asked.

"Yes, we are. We also know about what is happening down here, and we want to help end it," Doc answered.

"Yes. The war is not known to the citizens, so it doesn't cause panic. It's fought in the shadows... away from our respective cities. We try to make negotiations with the ponies at Rapture, but there demands are always conflicting with ours,"

"If we want to help end this, then we need to know all the details about why the war started," Doc replied.

"The war is never to be fought in civilian populated areas. That much we have agreed on. The main areas of fighting are near a local cave system. We fight for it because it holds the tombs of our city's founders. The Rapture ponies fight for it for ancient texts and scrolls hidden away deep within the tombs... texts of dark magic used by the founders of this city. To do this, they send in their soldiers of destruction... hellions, no doubt, to fight against our mermare militia," Empedocles admitted.

"Soldiers of destruction?" Doc asked.

"Yes..." Empedocles said as he pulled a clamshell from one of the columns of the archives, and handed it to Doc. Doc inspected the shell, which depicted a suit of some sort, much like a diving suit some ponies used on the surface. The suit, however, was modified from the original design. The suit was designed for earth-dweller unicorns, judging by the large horn on the helmet. The diagram also stated in large red text that warned of lethal magic such as ice, electricity, and fire. "These... creatures... have the ability to easily annihilate a mermare, which is why we must group together to take out even one of these beasts," Empedocles stated.

"Can they be defeated?" asked Doc.

"Yes... if you deactivate the suit using magic like electricity or ice," he answered.

"How can they use this magic? Have the ruins been broken through yet?" asked Doc.

"No, fortunately. That's where we're stumped, however. All we know is that these demonic beings come forth, fight, and return back to their city of Rapture," answered Empedocles.

_I may need to find Leon and tell him more about this. If he's in Rapture, and gets into trouble, it's not going to end well. I need to find a way to tell him somehow. _"Is there any way to send messages to and from this location?" Doc asked.

"There is, but whoever you're sending it to must have a dragon," Empedocles responded.

"Perfect! We've got to send these plans to Leon, and tell him how to stop them."

...

The three headed into a room of some sort, where Empedocles revealed to them a serpent of some sort, which hissed and waved in the water in a rhythmic pattern. Doc gasped in shock and, out of fear, backed away from the snake until he hit the wall. "WHAT... WHAT IS THAT THING!?" he asked Empedocles in fear.

"This sea dragon is our messenger to the outer world. Unlike the Rapturians, we Atlantians commute and interact freely with the surface, unlike what their diplomacy can accomplish." He took the shell that Doc held, placed it in front of the dragon, and waited. The dragon reared up, snaked in the water, and blew forth a stream of yellow plasma, completely incinerating the shell. Doc watched in horror while Annabelle and Cloud watched in awe at the display.

With the message sent to Leon, they all headed outside the Great Hall. "Spirit, we require your help in dealing with the soldiers of destruction near the tomb. We can't do it without getting shot down by their magic attacks. With that amulet, you can help us stop them. Please, we beg you."

_It's the least we can do for them. They hadn't arrested us, even after learning we weren't mermares. And they gave us the diagrams on the soldiers of destruction._ "Of course! How many are in the area?" Doc asked.

"Three... that's all they needed. One of them is fairly weakened, but the other two have no damage whatsoever. We need to capture or eliminate all of them so that they can stop attacking the tombs. I'll guide you to them, but be warned; the only effective weapon you have is your magic." He then guided them to a chariot, and they all left the city towards the tombs.

…

After ten minutes, they stopped at a cave position where many guards were posted. As they made their way inside, they were shown the horrors of war. Many of the guards were wounded, and those that weren't were treating the wounds and performing spells on many of the mermares. The group also saw many body bags deeper inside the cave topped with clamshells which carried their identity. They could not believe their eyes; ponies killing each other in combat. _These marauders must be destroyed. Who could do such a thing?_ Doc asked himself.

"Who's in charge here?" Doc asked. The guards looked towards him, and pointed towards the pony in the back of the cave. He looked up, and approached Doc. He was a pale, orange red mermare, with a short, maroon mane. His eyes were a dark purple, and they were weary.

"I am. I'm Admiral Selachii. We need your magic to stop the soldiers of destruction at the tombs," Selachii explained.

"We'll do it, but we'll need your help as well. Here's what I think we should do; I'll use my magic to slow or disable them, and that's when you'll come in and damage its weak points. Cloud, you'll be the distraction. Annabelle, you'll be part of the hit-and-run squad. Sound good?" Doc asked.

"It seems simple enough to do. What magic will you use to slow them down?" Selachii asked.

"I can't use electricity down here, and fire is definitely out of place here, so I'll slow them down with some ice. That's when you guys charge them and capture them."

"Good. If it all goes well, we'll have the tombs back by the morrow," Selachii commented.

"Let's go," Cloud stated.

…

A convoy of about seven guards and the Spiritual Searchers travelled south for a good ten minutes, before Selachii stopped all of them behind a rock. "They are up ahead. Doc, will you initiate phase one of your plan?" he asked.

Doc looked past the rock and quickly hid again. "There's one right there. He's huge!" Doc whispered. He took out his amulet, and powered up. "I'll start using my magic." Doc slowly crept towards the end of the rock.

He slowly peered out from the edge, but found that the Big Stallion was gone. _Where did he go?_

CRASH!

Out of nowhere, the large horn of the helmet struck next to Doc, almost striking him. He looked up in shock and saw that the soldier was right behind him, horn case glowing a blood red. It had stuck its horn into the rock, and could not move. Doc quickly acted by using his magic. His amulet shone a bright green, and his horn glittered brightly. He then took aim at the soldier, and fired an incredible beam of light at it. The light came into contact with the marauder, and it froze over completely. The guards now took advantage of the situation and charged towards the armored foe, striking it repeatedly with spears and swords. As each guard struck, more and more blood fogged the water around the marauder, and it stopped moving after just a few seconds. The cloud of blood still leaked from the corpse, and it drifted downwards into the deep.

_OK, that's one down. We need to find two more. They're most likely within the tomb, looking for the spells._ "Stay alert. They will be deeper within the cave," Doc advised. The guards seemed preoccupied with acquiring a piece dropped from the armor, which included a flashlight. They easily brought it to the front of the convoy, and traveled slowly, deeper into the cave. All of them were terrified, as the next Big Stallion could sneak up on them at any moment. _This reminds me of some horror title that I've seen before._ Doc thought.

They then saw it; the next soldier of destruction, stepping slowly and blasting the cave wall with magic. It then stopped, reached inside, and pulled out a white, clean shell, printed with text. Doc motioned to the guards to get ready. He took aim at the marauder, and readied the next charge of ice. He blasted the invader, and it froze over. The guards then attacked the the armored warrior yet again, releasing more clouds of blood from within the beast. The arms of the pony drifted away, and the suit held the rest of the body on the floor of the tombs.

"Excellent... Doc, you're strategy is working perfectly!" Selachii commented.

"I don't understand... why have you not used this magic?" Doc asked.

"Arcane magic such as what you have used requires large stores of energy; stores we don't have. Somehow, these soldiers of misfortune do, as well as you. We don't know why... but the very most magic we could use against them was telepathy."

"Telepathy? That... that can't be. Is... is my magic really that powerful against them?" Doc asked.

Selachii nodded. "Come... we must find the last of them..." he never finished as he was pierced through the back with a long blade of some sort, which pulled out as quickly as it came in. Selachii barely had time to react as he grasped at his wound, and slowly bled out. He fell to the floor of the tombs, slowly drifting with the water. Every pony turned to him in horror and shock, watching as their leader died in front of them.

"Holy shit! The admiral's dead!" yelled one of the guards.

"Every pony, stay close together and keep the light shining!" Doc ordered. They followed without hesitation. Doc turned towards Cloud Runner. "Cloud, this one's not like the other two. This one's designed to sneak up and kill unwary ponies. Whatever you do, don't leave the circle," he warned. Only he knew how one fatal mistake could end up killing them all, and he tried to devise a plan to finish the last of the soldiers of misfortune.


	13. Prisoner of War

Leon, Percy, Chloe, and Draco all stood in Ryan's office. He had just found out who they were and why they were here, and they all stood at the ready.

"I can convince the royalty to completely ignore this place," said Leon.

"Not good enough, Phoenix Bearer! The more ponies that know about this place, the less room for improvement. This city wasn't designed to hold every pony we can, and if more came, then more demands will need to be met, bleeding the city dry. Tell me... why should I let you leave here?" Opus asked coldly, sending a chill down Leon's spine. He gulped at the thought of what Opus meant by that statement, but he stood standing.

"We're not here to destroy this city. We are here to somehow stop this fighting between you and the mermares," Leon said with a bit of trouble.

Opus looked at them all, and nodded in conception. "I know you want to end the war between us and the mermares, as do I, but the way things are now, it won't happen," answered Opus.

"There must be some reason as to why you are fighting. What is it?" Percy asked.

"I don't know if I should trust you so much as to give you info on our cause... but something else tells me you won't leave unless I do so." Opus reached for a file in one of the cabinets, and handed it to them. "Arcane magic. The sole reason as to why Rapture was created. Many of these spells, found only in ancient archives in the ocean floors, enables us to use magic deemed impossible and immoral above ground. It allows us to physically change ourselves, and the mermares had spells that turned ponies not only into mermares, but Pegasi or unicorns into earth ponies. There was no reverse for this process, and so we deemed it perfect to use it as a weapon against those who dared to attack our new city. However, we ran into the mermare resistance, and so we needed to find a way to fight back. So far, the only ones who could fight the mermares are our soldiers of misfortune; the Big Stallions.

"Though I only intended for this city to be built on helping the great and powerful and punishing the wicked and evil, I soon realized that the spells here were never to be discovered. I learned that the hard way..." Opus stated distantly.

"What happened?" Percy asked.

"My brother happened. When I left to create the utopia, my unicorn brother, Lexicon, pleaded that he should help out in anyway possible. Of course, at the time, it seemed like a brilliant idea, so I affirmed his decision. Soon after the city was created, he wanted to find a way to obtain more power than his share. That's why my brother, who knows nothing about leading a city, is vying for power, and with the discovery of the spells, may very well soon overthrow me. He wants the mermares completely wiped out, knowing they stand in the way of making him more powerful. He was never as cold as he has become now.

"What I fear the most is that he will succeed, as I am defenseless against magic. That's where you come in, Phoenix Bearer. You have the power to both stop my brother and keep the spells out of his hands. He is the only reason we still attack the mermares, even after I had advised him to stop. I ask that you stop him, without harming him," Opus finished.

"We can do that, but where is he?" asked Percy.

"He is in his isolation chamber, on the far side of the city, most likely training himself in performing the minor spells we have already found. Be warned, though. Only I can get through without his guards attacking any pony in sight, so you must either sneak past them or disable them. Unless you do this, you will not receive the Amulet of Amendment," explained Opus.

Leon thought it over for a minute or two, and finally nodded. "OK. We'll stop him. Is he a force to be reckoned with?" asked Leon.

"His training has made him extremely dangerous, so he will attack anyone without hesitation, but fortunately his power has weakened with his constant training. The powers he uses require large amounts of energy, which will drain his horn's power quickly. Remember, no harm must be done to him... unless there is absolutely no choice," answered Opus gravely. "Good luck, Phoenix Bearer. Take this with you." He gave them two objects; a syringe filled with a red liquid, and the Amulet of Amendment, which shone a bright orange. They stared in shock at Opus. "Yes... I can trust that you can accomplish this task, even after you've received the amulet. It allows the new Spirit of Amendment to perform much more acrobatic and physical feats than before, and allows them to think clearly in the face of danger or threat. You'll need it to change my brother back. The syringe is to be only used as a backup plan. Should he cause too much trouble, pierce him with this, and inject this potion into him... and he'll stop without a choice. Again... good luck, Spirits." He then motioned for them to leave, and so they did.

"Now that we have the amulet, do we still have to help this pony out?" Draco asked. "I mean, we could just leave right now and not have to deal with this."

"Not an option, my young reptile. He gave us the amulet, and trusted us to stop his brother. We need to head to the isolation chamber on the other side of the city and either convince him to stop... or have to engage in tough negotiations. The trouble we might have is dealing with those Big Stallions," Percy explained.

Draco suddenly looked like he was going to vomit. "Draco, you can't get seasick now!" stated Leon. Draco then spat out fire, which formed into a letter. Leon took it and opened it. It consisted of a diagram of the Big Stallion, its weaknesses, and its appearance. He looked it over, and showed it to the other two ponies. They nodded in agreement, and started to head towards the far side of the city. "Draco, stay here until we get back." Draco nodded, and they left towards their objective.

…

They ventured onward for a while, following Opus's directions, until they came across a dead end. The tunnel toward the isolation chamber was completely shut off from the rest of the city. _We need to find a way in here. Opus had said something about him having access. _Percy thought. He then saw a service radio on the wall to right of the tunnel. He picked it up, and dialed a code inputted already into the radio, and waited for a response. "Yes? What is it?" asked Opus.

"We need the code to the tunnel leading to the isolation chamber. Would you kindly give it to us?" Percy asked.

Opus told him without hesitation. "The code should be 1-9-5-9."

Percy punched in the code, and the tunnel had released its locks. The huge metal door blocking entry had slowly lifted up, creating a large groaning noise, and on the other side of the tunnel was a Big Stallion guarding the isolation chamber. It turned towards them, and its horn glowed a yellow-golden color. It approached them slowly, trying to identify the newcomers to the chamber.

"Here comes trouble…" Chloe worried. Leon thought about what he would have to do, and nodded.

"When I give the shout, Percy, head into the isolation chamber. Chloe, you should stay back. This could get very messy," Leon ordered. The Big Stallion continued, and its horn case was still glowing yellow. It readied itself, using its magic to create an enlarged, spearhead of light surrounding it's horn. "Now!" With that, Percy galloped towards the isolation chamber, while Leon had pulled out his amulet.

He placed it on, and his transformation took place. His mane and tail caught on fire, his eyes turned red, and his coat turned into the golden-yellow color of the Phoenix. He flared in fiery rage, and charged towards the Big Stallion. The Big Stallion's horn of light turned red, and it stuck its enlarged horn out, charging as well. Leon quickly dodged it, and used a powerful leg buck to hit one of the Big Stallion's ankle joint head on. The foreleg piece then fell off, revealing a vulnerable foreleg in its place.

The Big Stallion, completely ignoring that its armor piece fell off, aimed its horn at Leon, and fired repeatedly large bolts of energy at him. Leon continued to dodge the bolts, and proceeded to tackle the Big Stallion's hind legs. He head-butted the right hind leg joint, and it fell cracked a bit. He then circled around the Big Stallion again, dodging the bolts of energy, and dived hind leg first into the joint he attacked earlier. He used his leg to create enough momentum and power into his kick, and he struck the joint again, this time breaking it completely. The Big Stallion's hind leg piece fell off, but it would not give up. It aimed its horn again at Leon, who was charging now to strike again. It fired a single bolt of red light at his midsection, striking Leon and causing him to fall over.

"Ah! Son of a bitch!" Leon yelled. He was cringing in pain, and could not ignore it. He looked at his wound on the midsection, a large portion of his golden coat now a singed charcoal color. He cringed as he tried to stand up, and he almost fell over yet again.

Chloe looked in horror at Leon, and she galloped full speed towards him. The Big Stallion, still enraged, shot again at Leon, scoring another hit, this time on his front shoulder. It lumbered its way towards Leon to finish the job, walking irregularly due to the two leg pieces broken off. Leon, seeing Chloe run towards him, shouted at her. "No! I'm fine, stay back! That thing is still active!" He then picked himself up, but realized that his right foreleg had a singed portion displayed as well. "Damn! That smarts!" he yelled out in anger and pain. He was burned from his wounds severely, and knew he could not run. _I still have my wings..._ he realized, and he flew towards the Big Stallion's other foreleg, struggling as he did. He charged into it headfirst, and the remaining foreleg piece fell off the armor. The Big Stallion now had no front support to carry the heavy armor, and it fell onto the floor face first, where it struggled to get up.

Leon went limping up to the Big Stallion, and looked at its helmet, the horn case still glowing red with anger. "I chose... you obeyed," he stated coldly, and he stomped the helmet with his good foreleg. It cracked, and he stomped on it once more, yelling in fury as he did. The stomp was enough to shatter the helmet completely, revealing not a soldier of misfortune anymore, but a unicorn. His horn stopped glowing red, and turned into a calm, green color. The pony lay there, barely awake, pale, and scrawny. He turned his eyes towards Leon, and looked up at him with a look of misery.

"Whoever you are... thank you..." he said, before the pony placed it's head back down, and breathed irregularly.

_Man. He's in worse shape than any pony I've ever seen. Maybe... if Chloe…_ He hadn't finished his thought before he fell into unconsciousness as well, where he transformed back to his usual self, coat still singed seriously.

"Leon!" Chloe shouted in sadness. She galloped quickly towards Leon, and observed his wounds. She had tears in her eyes, and she couldn't hold them back. She removed the singes placed on his midsection and shoulder. She looked around quickly, and saw a valve on the wall. She galloped towards it, turned the valve, and waited as the water poured into a bucket. She stopped the flow, and galloped back to Leon with the bucket clenched in her teeth. She used her magic to move the water in waves, and placed exact amounts on each singe mark. She then began concentrating all of her focus on Leon. _Please, Leon! Don't go to the light! I need you._ As she concentrated, her horn glowed a deep amethyst color, and as it did, the singes on Leon's leg and shoulder slowly faded away. She wiped the char that had remained on his coat, and removed the amulet from Leon's neck. She held him very closely as tears fell from her eyes, not knowing if he would wake up again.


	14. Silence

Elsewhere, Doc, Annabelle, Cloud Runner, and the remaining guards from the convoy were sticking close to each other, trying to avoid the last Big Stallion.

"If we make our way to the exit, we can all escape with our lives," Doc said.

"No way! We're gonna take this thing down! If some pony comes over here thinking it's safe, we'll have only ourselves to blame. I'll take it down, Doc. Just keep the lights on," Cloud Runner ordered.

"I don't think so. That thing killed the admiral, and we weren't even aware of it until it happened. Fighting it is not an option, Cloud Runner!" Doc argued.

"Maybe not for you, Doc, but I know the guards here will want to end this now! I am not gonna let some innocent mermares die because of some floating pile of metal. Any pony who wants to kill this thing now, join me," Cloud Runner advertised. As if invigorated by the promise of revenge against the Big Stallion, many of the guards joined with Cloud Runner. Only one guard remained with Doc and Annabelle, and Cloud Runner led the group into the dark. _I'll destroy that piece of shit robot if it's the last thing I do._ Cloud Runner thought to herself.

…

Doc turned in disgust away from where they left. He then turned towards the remaining guard, and wondered why he stayed behind. "So tell me, why is it that only you stayed here?"

The guard who stayed was a young unicorn stallion with a tan mane, light green coat, and a cutie mark depicting a sword and shield. He was a bit older than the Spiritual Searchers, and he answered. "I know this may seem out of the ordinary, but I think we should have split up, considering the stealthy nature of this Big Stallion. You may not know it, but we mermares can see in the dark perfectly. Your friend is in good hands," he answered. He seemed confident that everything was going to be all right.

"Can you tell me who you are?" Doc asked.

"My name is Orion. I'm the youngest guard here. I joined the guard because I have a younger brother to protect from the dangers of the ocean," he answered sternly.

"Orion, I trust that the guards will protect Cloud Runner, but tell us about this Big Stallion. What makes it so stealthy?" Doc asked.

"That Big Stallion, codenamed Silent Death, was a prototype of the soldiers of misfortune they make now. Silent Death was a unicorn with almost the same energy levels as Lexicon, Rapture's second-in-command. Because of this, Lexicon sent in the pony he was before to be made into a weapon. Something important he added to the armor was a dampener, so as to prevent Silent from revolting. Its armor is much weaker than what they make now, but that lack of protection is made up by the fact that Silent Death can move incredibly fast. It wields a sword on its right foreleg, and the other foreleg is free to use any other weapon." Orion had finished his lecture on Silent Death.

"How do you know so much about this?" Annabelle asked.

"I was never born a mermare. I was a unicorn who originally came from Rapture... as an engineer of the Big Stallion; the soldiers of misfortune," Orion answered shamefully.

"How did you ever end up here in Atlantis?" Doc asked.

"A malfunction of the glass in my chamber ten years ago caused me to be swept away by the current. The mermares had found me drifting on the surface of the water. Rather than capture me, they turned me into a mermare, as there was no war at the time. I thanked them, and I told them about where I had come from. They seemed so intrigued and fascinated by the city I described to them, and they went to visit. Unfortunately, they weren't spared a warm welcome, as the Rapturians, seeing the mermares as revolting creatures, threatened them to leave or face immediate death. They did so, and left without incident. I can't say the same about the Rapturians, however.

"The Rapturians were disgusted by us, but at the same time... intrigued at how we appeared, and Opus, leader of Rapture, sent divers near Atlantis. They stumbled upon these tombs, sacred to the mermares. At both the incident regarding the visit to Rapture and this horrendous offense to their grounds, the guards at Atlantis stormed in and killed the Rapturian divers. Opus found out quickly, and issued a massive overhaul on the production of the Big Stallions. The guards here readied themselves as well, and war erupted, resulting in heavy casualties on both sides.

"I warned them of the Big Stallions and gave them the plans. It helped enormously, and we successfully defended the tombs for almost a decade. However, lately it seems that the Big Stallions are adapting. They've added amplifiers, according to one of my friends still in Rapture, to increase their magic output to frightening levels, enough to shoot bolts of energy to kill rather than just using sheer raw power. Since then, our numbers have been slowly lowering , and we fear a loss.

"Every once in a while, I would sneak back to Rapture to find my foal of a brother. After the first two days I was confirmed dead, I found him, and I told him to leave Rapture for his safety. He most likely never listened, since I was claimed dead and since he was just a foal. Plus, the appearance of a mermare in Rapture was considered suspicious after the deaths of the divers. Ever since, I've been fighting for the mermares, being sure to avoid any fighting in urban areas," Orion explained.

"Have you tried turning back into a unicorn?" Doc asked.

"No. I haven't. But everyday, I long to return back into my unicorn self." Orion suddenly stood alert, and peered into the darkness. "Silent Death. It's here." He drew his sword, then looked around, searching everywhere. "He's gone. He teleported to the other group. Come on, follow me." He led them deeper into the cave.

…

Cloud Runner had been searching through the pitch black cave for Silent Death, but to no avail. She was somehow able to see perfectly in the dark, something she had never been able to do before. She then turned towards the guards, and her eyes went wide.

"Get down!" she shouted. The guards immediately complied, and narrowly missed a decapitation from Silent Death's sword. She then charged towards Silent Death, who engaged her in combat. She pulled her right foreleg out to punch the machine. Silent Death thrust its sword out towards the charging pony, catching her by surprise. Her hoof immediately made contact with the sword, and it pierced her hoof through to the other side.

She yelled in pain, cringing as the blood released from her wound turned into a red cloud in the water. She swung her other foreleg towards the sword, and punched it with such force to send it floating away from Silent. Silent Death, with no other weapon available, then swung its forelegs at Cloud Runner, striking her with hard blows. She used her good hoof to block them, and she felt herself growing weaker as she bled more.

The guards, who had recovered from their sudden dodging of the attack of Silent Death, now charged towards Silent Death. They held onto the robotic stallion, and would not let go. As soon as they did, though, the mechanical horse teleported away from them.

They all looked around to see where it had gone. From the other side of the cave, many rocks and tomb artifacts were being flung at them. They struck one guard in the stomach, where he clutched it in pain. Another rock had struck a guard on the head, knocking him out. At the same time, Silent used his magic to draw his sword closer to him, where he grasped it yet again in his right hoof.

Cloud Runner clutched her hoof, releasing more blood clouds into the water. She was busy tending to her wound, when Silent Death slowly lumbered towards her, sword raised over his head. "Miss Runner! Quickly!" one of the guards yelled, tossing a sword through the water towards Cloud. She turned and caught it in her good hoof, and she quickly raised it against Silent's sword. Both of the blades collided, creating sparks. Cloud gritted her teeth as she struggled to hold her ground against Silent. She was fighting a losing battle, and Silent used the sheer weight of the armor to strain her. Cloud then noticed something else; her sword was bending slightly, and the blade was corroding more and more. She noticed too late, however, as her blade snapped in front of her, and Silent's blade went through it like butter.

She backed away quickly as it did, gripping both shards of the weapon now. She didn't let her broken weapon go to waste, however. She quickly used the blade's shard, and used it to pierce Silent's horn, severing it in half. The machine now shrieked in pain, shaking the tomb's foundation. The guards, not missing there chance, charged again towards the Big Stallion and tackled it down. They held on tightly, while Silent Death was still squirming, trying to escape from the grasp of the guards, but no longer able to teleport. Cloud Runner swam towards the machine, grabbed the helmet tightly, and used the sharp end of the hilt shard to pierce Silent's helmet. As she did, more blood clouded from the machine, and it roared even louder than before, causing dust to fall from the ceiling of the cave. She then gripped the hilt tightly, and twisted it to the side as hard as she could. She gritted her teeth, and did it without any hesitation. There was a loud cracking noise, blood clouding the area, and a lifeless carcass floated lifelessly to the cave ceiling. _That's for all the mermares you killed._

Doc, Annabelle, and Orion swam towards the other convoy. They looked at Silent Death, floating in the ceiling now. They looked at the corpse in a mix of both satisfaction and disappointment. Cloud Runner then turned towards them. "Done and done. The tombs are cleared, and the Big Stallions have been cleared out." She grimaced in pain as she said this. Doc was surprised at her ingenuity with the sword, but also seemed to notice her wound.

"We should get out of here now. Let's take you to a medic, and then we'll leave towards the beach after meeting with Empedocles." The entire convoy then headed back towards the cave entrance, collected the corpse of Selachii, and left the tombs. They then headed towards Atlantis, with a mix of remorse and triumph.

…

Arriving at the Grand Hall, the guards saw to it that Cloud Runner was taken to the infirmary inside. Empedocles came out from the building and approached what remained of the convoy for info regarding the condition after the attack on the cave. He went up to Doc and asked him about the situation.

"All Big Stallions are gone, sir. The tombs are clear now, and can safely be traversed now," Doc answered.

"Yes, that's good." Empedocles turned away as he said this, and sighed deeply. He turned back towards Doc. "Come, then. I ask that you help me write to Ryan and negotiate with him." He led Annabelle and Doc inside. Orion followed them as well. He approached Doc.

"Doc, do you think you could help me obtain the files from Rapture regarding me and my brother? " Orion asked.

"I suppose I could. Would you need any help with your search?" Doc asked.

"I would, but if it's too distracting from your search for the Spirits, I'll go alone," Orion responded. "I can also help you find the Spirits, if you'll have me help out."

"Wait... how did you know... well, we could use any help you can give, and we'll help you. Let's make these negotiations first," Doc stated.

Empedocles led them inside to the office, where he had finished his negotiations on a clam. "Well, what do you think?" he asked them.

Doc looked at the forms, indicating that Atlantis would end the fighting, but demanded that Rapture stop production of the Big Stallions. Doc nodded, but he did make minor alterations to the document. Empedocles did not view the paper, but was still curious as to what he changed. Doc explained to him.

"The changes I made were so that the negotiations were a little more 'persuasive' for Opus. I also added another request as well. He should agree to them, and then we'll be done with this fighting," Doc explained. He gave the enclosed document to Empedocles, who sent it to the delivery room to be delivered to Rapture.

"Thank you, Spirit, for your help in our squabble. How can we repay you?" Empedocles asked.

Doc turned back towards Orion, and answered to Empedocles. "You could let Orion go from Atlantis. We are to help him, and he is to help us. And our friend, Cloud Runner, needs to be healed," Doc answered.

"Done and done!" Empedocles answered. With that, he thanked them again, and bid farewell. Doc, Annabelle, and Orion then went to retrieve Cloud Runner, and would leave Atlantis to head to the surface afterwards, where they waited for Leon, Chloe, Percy, and Draco on the beach.


	15. The Second Amulet

Percy ran towards the isolation chamber, where he came across a door reading: _Enter at Your Own Risk_. He opened the door, and immediately wish he hadn't. A Big Stallion, already alerted of Percy's presence, shot red beams of light at him, and slowly made its way towards him. He dodged and weaved passed them, some grazing his hide and creating light singes on it. He looked at them in disgust, but turned his attention back to the Big Stallion quickly, who was now readying a charge.

"This isn't going to end well!" he said hopelessly to himself, and he stood standing. The Big Stallion struck its hoof on the ground, and as it did, began galloping at full speed towards him. He stood standing, trembling heavily as he did. He knew he'd have to time this right, otherwise the metallic juggernaut would recover from the charge and surely pierce him with his horn.

The Big Stallion was only a few meters away now, and Percy knew it was now or never. He immediately dove under the heavy giant, sliding between the huge, armored leg pieces and landing safely behind the death machine. The machine realized this, and knew it had been tricked when it now saw the large, metal wall that was in its path. The machine skidded to stop, but the large force of the gallop failed to stop on short notice. It crashed hard onto the wall horn first, causing it to sway a bit before it fell over onto the ground. The aura around the horn ceased, and the machine lay motionless on the ground. Percy looked onward at the dormant armor now, and felt a mix of both terror at nearing death and triumph over defeating the juggernaut.

He turned back to the isolation chamber, and entered slowly. The inner room revealed an empty, red chamber save for a machine in the middle of the room. He walked up to it, and identified it as the containment unit Opus had described. It had many tubes sticking into the machine, all of which were filled with a white, glowing substance. Still holding the service radio he acquired earlier, he called again to Opus. "Opus, are you there?"

"Yes. You must be at the chamber. What you must do is deactivate the chamber with the lever sticking out of it before you open it. It will weaken his power, and calm him. Otherwise, he will go into a berserk state and possibly break the glass, flooding the city. He will be calm when he wakes up, and if you use logic and reason like I do, you'll be able to talk him out of his current state. If he gets enraged, he'll light up like a bonfire. If that should happen, his power will need to be worn out. Anything else, Spirit?"

_Spirit? He called me Spirit._ "Yes. Is there anything specifically dangerous about him? Anything at all?" Percy asked.

"Many things... most of them not involving his magic ability at all. He can light himself on fire, freeze himself over, create parasprites, cover himself in electricity instantly... the list goes on. The Arcane magic is the sole cause to his beams and spells to take on these elemental forms. Need more info?" Opus asked.

"My last question. When he burns out his energy... what do you plan to do with him?" Percy asked.

"Leave that to me... good luck," Opus responded. Percy turned towards the unit and pulled the lever, and all of the tubes connected to the machine ceased flowing. The lock outside the unit opened, and Percy lifted the door to find Opus's brother, Lexicon. He was a unicorn, as Opus explained, with a faded red coat and a pale blond mane. He opened his eyes, which were oppositely colored as Opus's were; his right eye was blue, and his left eye was green.

"Who the hell are you?" he asked immediately.

"Me? Percy, sir."

"My name is Lexicon. You shouldn't be here, child. There was a reason the guards were standing outside. Would you kindly close the unit?" he asked.

"I'm afraid not. I'm here to retrieve you and take you to Opus," Percy explained.

"Did he not warn you of what happens when I become enraged? You will follow my demands, or suffer at my hooves," he stated coldly.

"Let's try to be reasonable about this," Percy suggested.

"Reasonable? You sound just like him. Thinking a problem could always be solved by 'talking things out' with other ponies. That is why I will be in command of Rapture soon, after I overthrow and render him an earth pony. The only way to solve a problem is to find its weaknesses, and strike when ready. I gave this city its technology and power, and I can take it all away!" he commented. He then began to use his horn, glowing a bright orange, to light himself on fire, and charged towards Percy. Percy flung himself out of the way before Lexicon made contact.

Narrowly avoiding that attack, Percy stood ready to fight. _Wait. I have the amulet. If I am the Spirit of Amendment as Opus had said, I can figure out what to do._ He placed on the amulet, and it reflected off a bright, orange glow. Percy could not explain it, but he felt himself think much more clearly. Lexicon, seeing that he missed Percy, readied himself to charge again. Percy waited, standing in front of the containment unit. Lexicon then charged again towards Percy. _It worked once... let's see if it works again!_

Rather than dodge the attack, Percy grabbed Lexicon's by the foreleg, swung him back, and used the momentum to fling Lexicon towards the containment unit. Lexicon crashed through the containment unit, breaking it into a useless heap of metal and wires. Lexicon was not hindered in the slightest, and was only made more furious. He used his horn, now glowing a dark blue color, to change from his fiery state into his electric state. He stopped burning now, and he had many rapidly changing, blue streaks of lightning all over his body. He released many bolts of lightning in all directions. One of them hit Percy, singing his coat.

"Ah! That pain! It burns!" Percy yelled out, almost pathetically and sarcastically. He looked at the spot he got hit in. Lexicon looked in surprise at Percy.

"Impossible! You should have perished! That bolt of lightning was over twenty amps!" he exclaimed.

"I am perishing! This hurts very much, you know," he complained. Percy was busy rubbing the part that was hit with the bolt. Lexicon, now even angrier than before, had more ways to wipe out Percy. He absorbed all the electricity flickering around his body, and his body began forming ice. It then completely covered his body, and he attempted his last attack on Percy. Rather than charge at him again, Lexicon grabbed Percy's neck and attempted to strangle him.

He smiled sinisterly as he grasped Percy's throat tightly, and wouldn't budge."You want to know something before you die, Spirit? Your royalty will be nothing compared to me, and when I take Rapture from my brother, I will have all these ponies at my knees!" he gloated.

"Actually… you didn't account… for one thing…" Percy choked out. He shivered very much because of the ice formed around Lexicon, so much that it, along with Lexicon's tight and cold grasp around his neck, made it all the more harder to say the words coming out of him.

"And what would that be? Your death warrant?" Lexicon asked amusingly. "I can assure you that can be arranged..."

"No… you didn't plan… on being… pierced!" he gasped out. With that, Percy reached for the syringe Opus had given them, and pierced it through Lexicon's neck. Blood shot out from the wound, and Lexicon dropped Percy. Percy then ran up to the syringe, and injected the potion into him. As he did, Lexicon stood dazed, swayed a bit, and then fell over to the ground lifelessly, his eyes giving an empty stare. Percy looked in horror at what had just happened.

"Oh... oh dear Celstia... what... what the hell did I do!?" he yelled out in anger and shock._ What… what have I just done!? Fool... you just killed him! You killed another pony! What… why… how… did this happen!? Opus had said to bring him back alive. What am I going to do!?_ He bowed his head in shame, and tried to hide the fact, but the deed stuck to his mind, and would not leave. _What am I going to do..._

Percy looked down at the body of Lexicon, and lifted it onto his back. He carried it outside the chamber. As he did, he saw a pony on the ground. He also saw Chloe, who was embracing Leon. He ran over to help them, and Chloe looked up with tears in her eyes. She looked at the body on his back, and looked back at Percy with questioning eyes. He nodded slowly and sadly. She focused her attention back on Leon, not knowing what to think. _I can't even accept the fact that I killed Lexicon. This was not supposed to happen._

"We should take him to the city's hospital. He needs medical attention now," Percy suggested. Chloe, without looking back at Percy, nodded slowly. She picked Leon up, but Percy took him and placed him on his back.

"Percy... you're wounded... I can carry him..." Chloe said, diagnosing his singes.

"It matters not to me..." he said slowly and sadly. Percy also placed the other pony on the ground on his back. He showed no struggle, and carried them relatively easily. They slowly made their way into the city, and something had come up on Chloe's mind.

"How... how did it happen?" she asked with hesitation. He wondered if he should tell her what really happened, or if to say that he went quickly. He decided.

"The syringe that Opus gave me… that's how. It was a last resort, and I wouldn't have done it if I had another choice." He then began feeling remorse and anger. "What am I going to tell Opus!? He wanted his brother back alive! And I failed at that…" he answered with depression.

"He gave you the syringe as a last resort. I'm sure he'll take it really hard, but he won't hold a grudge over you. He knew the risk... and he took it. No... he didn't. You did... and you did what you had to." She then changed the subject to Leon. "I tried to help out as much as I can. I hope... I hope that was enough." She began to worry again.

Percy and Chloe later reached the city, and headed on a tram towards the hospital.

…

At the hospital, Percy and Chloe dropped off both Leon and the pony that was trapped in the armor. Both ponies were placed in the intensive care wing of the hospital, a wing that had hardly ever been used in Rapture. Percy turned towards Chloe. "I'm heading towards Opus's office... to deliver his brother's remains to him. Will you stay here?" he asked.

"Are you sure you want to go alone?" Chloe asked, more than a little concerned of his decision.

"Yes. I'd rather have Opus punish me than us both." He hugged her, tears filling both their eyes. "Tell Annabelle that I loved her. Goodbye, Chloe." He then left the hospital, and headed towards Opus's office. He held the body of Lexicon on his back, covered with sheets so that no pony would see the corpse. He walked towards the office, flooded with many thoughts. _What am I to do? This death can't be justified. I may be executed, if not jailed for life._

_"Percy, don't worry about Opus. Trust in yourself, Spirit of Amendment, and you won't go wrong,"_ a voice in his head said.

_"What? Who said that?"_ he thought to himself.

_"Percy... I am Celestia. I know who you are, and how you feel. Trust in yourself, and know that nothing will happen to you."_

_"Celestia... forgive me. You are confident that I will be fine, but I am not."_

_"Do this, and prove to yourself that you will make amends with Opus."_ The voice then disappeared.

_She's... she must be right. Trust in myself, and I'll be surprised how this may turn out._ Percy then reached the office, and noticed Jack and Johnny standing guard. They recognized Percy, and allowed him access inside. He took a deep breath, and walked slowly inside. He saw Opus behind the desk, organizing his files. He turned towards Percy, and looked depressed. "It... it has come to my attention that my brother... is...?" he asked sadly.

"I'm afraid it's true. I must tell you right now, that I am the one who killed him. If you have any punishment planned, then only punish me."

"Where is he?" Opus asked.

Percy pulled the corpse off of his back, and laid it on the table. Opus approached it slowly, not knowing what to expect. He finally stood next to it, and hesitated. He then lifted the sheet off of Lexicon's body, and saw him. After seeing his brother, he suddenly stood shocked. He saw the wound on Lexicon's neck, and wondered what Percy had done. "By any chance, did you pierce him with the syringe that I gave you?" he asked with hesitation.

"Yes. I did. I know it was a last resort, but it was done. What is to be my death sentence? Drowning... decapitation... electric shock... insect swarm... burned at the stake... freezing... or something similar to that?"

Opus looked at Percy, and did something that caused shock to come to Percy; he smiled. "Percy! I had thought you had actually used sheer power to take Lexicon down." Opus laughed heartily, and it caused Percy's jaw to drop.

"OK. What the fuck? Why would you laugh at me piercing your brother's neck?" Percy asked angrily. He surprised himself at the use of foul language, but to him it didn't matter. _Has Opus gone insane for being underwater for too long._

"Percy! You didn't kill him. That syringe I gave you was meant to paralyze him long enough for a dampener to be placed in his horn. If I caused you any worry, I am dreadfully sorry." Opus continued to laugh hysterically.

Percy was no longer depressed. No, in fact, he was more furious than ever. "If you caused me any worry… I WAS PRETTY FUCKING WORRIED! Why wouldn't you tell me about the syringe!? Do you know how it feels like to be traumatized by committing murder!? What is wrong with you!?"

"OK, OK. I made a mistake," he said amusingly. He then spoke in a serious tone. "But you trusted yourself in dealing with this. Percy, you represent the new Spirit of Amendment. I was informed by Celestia that you were to be tested, and that if you were the true Spirit of Amendment, you would trust yourself that nothing would go wrong. Congratulations, Percy." After making the announcement, Opus's body and eyes shone a bright orange, and the amulet around Percy's neck dazzled orange as well. After some time, Opus stopped glowing, and so did Percy's amulet.

"Percy, I am to inform you of the next Spirit of Peace that you will search for; the Spirit of Freedom. You will find this unicorn in Canterlot. Princess Celestia herself will welcome your group. The unicorn is a lieutenant of some sort. I did not receive much info from her, but I'm sure the Phoenix Bearer will. Speaking of him, I heard he was in the hospital. They should have him back on his hooves in no time with the Vita-Chamber!" Opus stated in happiness.

"Canterlot? Got it... thank you, Opus... for everything that you have done to help us. I must head back to the hospital, and then we're off to the surface," Percy said.

"Of course! By the way, your dragon spat out a letter addressed to me. I hope you did not mind, but I took the liberty to read it. I received word from the mermares that they wish to cease the violence. This came from the Spirit of Wisdom, and I agreed, so long as we were allowed to come and go through Atlantis and the surrounding areas as we please. They agreed so long as the Big Stallions would stop being produced. We complied as well. Damn machines were of no use anyways... never did anything other than kill. He also asked for the residential records of a unicorn named Orion, as well as his sibling. I don't know why, considering Orion was swept away and his sibling left the city, but here they are." Opus handed him some documents. "Lastly, free entrance and exit of the city at will is to be established immediately, so whenever you get the chance, stop by!" he exclaimed. Percy then bid farewell, and left the office.

As he left, he noticed Draco waiting around the door. He picked up Draco and left to the hospital. "You're disgusting, you know that?" Percy told Draco.

"Save your babbling. You're worse than Leon. Speaking of which, where is he?" Draco asked.

"I'm afraid he is in the hospital. He's been seriously wounded," Percy explained miserably.

Draco lowered his head in shame. "I take it back. I'm sorry I said that."

Percy trotted to the hospital, hoping Leon would be all right.


	16. The Next Phase

Percy and Draco arrived at the hospital to find that some nurses, including Chloe, were wheeling Leon towards a chamber. They placed him inside the chamber, and closed it shut. The nurses then pulled a lever on the outside of the room, and viewed through the window. Percy and Draco went up to the window to find that some metallic objects emerged from the walls. The objects, now fully revealed, shot a ray of electricity at Leon.

"What are they doing!?" asked Percy, horrified at the electricity.

"They placed him in the Vita-Chamber, where he'll recover," Chloe answered.

The electricity inside continued to zap Leon, healing his body and mind. It awakened Leon, and he stood up quickly. He looked towards the window to find that many ponies were observing him.

"Hey, what's going on here!?" he asked with more than a little worry in his voice.

"Leon, it worked! You're doing better!" Chloe shouted happily.

"What happened to me?" asked Leon.

"Well, you were on the brink of death, and... if you weren't in there..." she did not finish her sentence.

"What's going on? How's the situation with the Amulet?" Leon asked.

She looked down, and she could not tell him about what Percy had done. To her surprise, Percy spoke up. "Well, I ended up securing peaceful negotiations with Opus. It went really well, so all we need to do now is leave!" stated Percy.

"You mean, Opus took the death of his brother well!? That's terrible!" exclaimed Chloe. "How fast should we escape?" she then whispered.

"No, he wasn't dead. He had been anesthetized, but is doing just fine!" Percy explained.

"Well, can I leave the Vita-Chamber now? I can hardly see a thing!" asked Leon.

"Yes, you may," answered one of the nurses. They unlocked the door, and he bumped into the wall a couple of times before he actually came outside. He came out looking brand new, and his eyes turned from fire red to golden yellow.

"That's better! I can see a bit more! All right, when are Doc, Cloud, and Annabelle coming back?" asked Leon.

"They should meet us back at the entrance to the station above ground. We're just about ready to leave, anyway." Percy then gave Draco back to Leon, who subsequently hugged him.

"Leon! I didn't know you were in the hospital. I'm sorry I couldn't come earlier!" Draco exclaimed.

"It's OK. I'm glad you didn't have to see what went on there," he responded. He thanked the nurses, and they headed to the station, ready to leave Rapture. They entered the sub, and left with a farewell from the citizens of Rapture.

…

As they exited the sub, they found Doc, Annabelle, Cloud Runner, and another pony waiting outside the cave, back to their normal selves. They noticed that Cloud Runner was bandaged around her hoof, and she didn't seem worried by it. The Spiritual Searchers reunited once again, greeting each other warmly. Percy and Annabelle hugged each other when they reunited. Leon, Percy, and Chloe turned to see who the pony with them was. "Ponies, I'd like you to meet Orion. He's a unicorn, who was transformed into a mermare. He's going to help us, and we're going to help him find his lost sibling," Doc explained. "Do you have the documents regarding them, Percy?"

"I have them right here." Percy then handed Doc the documents. Doc and Percy first viewed Orion's file. The file stated that he was born ten years before the Spiritual Searchers, making him twenty eight years old. It also stated that he died ten years ago when the glass to the factory he worked in broke and swept him away. Doc then handed the file to Orion, while he viewed the next file Percy gave him. He viewed inside, and saw Orion's brother in the file. He was a Pegasus, but could not be identified well since the photo was black and white. The Pegasus had a long mane that flowed behind his head and just over his forehead, with an equally flowing tail. His name was stated as Magnus. Magnus's file only mentioned that he and his family left Rapture five days after Orion's supposed death, but to where he left was unknown at first glance.

Doc handed the file to Orion, who looked it over carefully. He then lowered the file, and wondered where his brother could have moved to. _Five days after my 'death.' So my brother did leave when I told him. They didn't leave Rapture until then. Where could they have gone?_ He was unsure what to think. "Well, it doesn't say anything about where they went, but they were all Pegasi. I was the only non-Pegasus pony in the family, so they may have moved to a cloud city," Orion stated. Leon noticed that Orion spoke with a soft, Scottish accent.

"A cloud city? We're heading towards Cloudsdale sometime soon. Would you like to come with us?" Percy asked. Leon looked at Percy. _Is that where the next Spirit is? Cloudsdale?_

"If it would not be too much trouble to you, yes, I would. Thank you," responded Orion.

"It's getting late outside. We should head home already," said Cloud Runner.

They all headed outside the cave. The moon was up, and it reflected off the surface of the water in a beautiful white glow. Cloud Runner bid farewell, and took off. Percy and Annabelle also said their goodbyes, and left together. Doc turned to Orion. "If you need a place to stay, I can provide you with a room in the library," he said.

"You would do that? Well, I don't know what to say," Orion responded. He then followed Doc towards Clover Ranch.

All that remained were Chloe, Draco, and Leon. "Well, I'm heading to the cave to catch some shuteye. Wake me when we're leaving," Draco stated, leaving to the cave.

Now Leon and Chloe stood together alone, and realized this. Chloe approached Leon, and had tears in her eyes. "Hey. What's wrong?" asked Leon worriedly.

She hesitated before she answered. "Down in Rapture... I... I thought I would lose you. You were in pain, and it tore me up. I wanted to tell you… that I love you." She was still saddened by Leon's state in Rapture.

He looked down, thinking about what to do to cheer up Chloe. He held her hoof, and looked into her eyes. "Listen, I know that you tried healing me. That's probably the most generous thing any pony's ever done for me. I thank you for that. I was thinking to myself last night about how to make every moment with you worthwhile. I realized that I love you too, Chloe." He lay under the stars, and motioned for her to join him. She lay down beside him, and they both gazed at the night sky.

"Isn't it wonderful? This night is perhaps the most beautiful one I've ever seen," Chloe said soothingly.

"Yeah... it makes a pony appreciate the things in life. Like the other pony next to them," Leon responded. He turned to Chloe, and she looked back at him. She snuggled up close to him, and still gazed into each other's eyes. They moved in closer together, and kissed each other softly. They spent the rest of the night alone together, under the stars.

…

Leon awoke the next morning, still on the beach. He wanted to get up, but noticed Chloe had cuddled up to him. She used his chest as a makeshift pillow, and he had his wings wrapped around her to keep her warm. He did not want to disturb her, so he continued to rest for a while more.

Draco, coming out of the cave, yawned and headed towards the beach. He walked up to where Leon and Chloe lay together, and plotted a devious plan to wake both of them up. He headed towards the ocean, slurped a large amount of water, and headed back to where they were resting. _My heart is telling me no, but my head is yelling out YES!_ He proceeded to spray them, but instead, he burped out steam and a letter. _No! I was so close!_

He picked up the letter, walked up to Leon, and smacked him across the face with it.

Leon immediately woke up. "Draco, what the hell are you doing?" he asked angrily. Chloe, awakening from her beauty sleep, yawned quietly.

"Wake up! You got a letter from Celestia. Seems important," Draco responded.

"Morning, Leon. You got a letter from Princess Celestia? It must be important," she responded.

Leon opened the letter, revealing Celestia's message. It read:

_Leon,_

_I could not reach you during your sleep last night, mainly because you didn't sleep last night..._

As he read this, he and Chloe blushed a deep scarlet. Draco raised an eyebrow, wondering how the two weren't tired if they didn't sleep. He shrugged it off, and Leon continued to read.

_ So I sent your dragon a letter describing the next Spirit; the Spirit of Freedom. He'll be located at Canterlot, where I have arranged for you to stay. I'd like to meet you personally, and explain to you more about the Spirits of Peace. To make searching for the Spirit of Freedom easier, I'll reveal to you the identity of the Spirit. Look around Canterlot for Lieutenant Shining Armor. He is part of my Royal Guard, and will explain to you how to receive the Amulet of Freedom._

_To arrive in Canterlot, you must take the Pony Express all the way to Canterlot. Draco should cough up the tickets anytime now, so make sure to have them. I sent you eight tickets, seeing that Draco and a new member of your group are going with you. The train leaves tomorrow, so be ready. I will see you soon, Leon._

_Celestia_

"Looks like we need to get the group together again. Let's head back into town," Chloe suggested.

"Yeah, let's go," he responded. Leon let Draco climb on his back, and they left. The two ponies and dragon walked together away from the beach towards Clover Ranch. The day was bright and sunny, and they all felt the basking of the warm, spring sun. The day could not be any more perfect than it already was.

They soon reached Clover Ranch, and first headed towards _The Olympia_. Surprisingly, Percy was not around the restaurant today. "I think he went over to Annabelle's, seeing as he isn't here," commented Leon. "How about we head to Doc's library first? Get Orion and Doc and tell them about this."

"Sure. I wonder how Orion is going to find his brother. What did it say about him?" asked Chloe.

"Apparently, Orion's brother was just a foal when his family left Rapture. I wouldn't be surprised if his brother doesn't recognize Orion at first. I'm pretty sure I wouldn't, considering I hardly remember my foal years," answered Leon.

"Are you kidding me? I was born a few days ago, and I can remember every moment of it. I even remember you floating around in happiness after Chloe decided to stay a little longer," Draco retorted. Leon turned red at the statement, and gave Draco a stare telling him to shut up, as well as a smack with his wings. Chloe giggled when she heard this, and looked at Leon.

"Leon, you must have been really happy that night," commented Chloe. "That's nothing to be ashamed of. I felt the same way too."

Leon looked back at her, smiling as he did. "You always know how to make some pony feel better."

The group finally arrived at Doc's library. They knocked on the door, and it opened almost immediately. Doc welcomed them inside, where Orion was sitting in the desk buried in his and his brother's files. He looked up at the visitors, and greeted them. "Hello, ponies. How are you today?"

"We're doing excellent today. Anything new that you learned about your brother?" Leon asked.

"Yes. After he had left from Rapture, he seemed to head eastward. The last known location that he was in according to this was in Canterlot," Orion informed them. "So, what did you find out from Princess Celestia?"

"How did you know about that?" Leon asked.

"She came to me during my sleep. She informed me of your situation, and I asked her if I could help you in any way possible. She said I could, but that the road ahead will be dangerous. I believe my years of life experience can help you out," Orion explained.

"What magic do you specialize in, Orion?" Leon asked.

"I'm not limited to just one area of magic. I'm sort of a jack of all trades. I can use many spells, from transformations to summoning spells, buffer spells and other random spells here and there. Unlike your friend there, who's a master of healing spells," Orion stated, indicating to Chloe.

"Oh, thank you. But I'm not a master healer yet," she explained. She turned to Leon. "You should tell them about what Celestia sent."

"Well, it turns out that Celestia wants us to go to Canterlot. She wants us to ride on something called the Pony Express. I have the tickets right here." Leon handed Doc, Orion, Chloe, and Draco their tickets. "She informed us that the Spirit is a lieutenant in Celestia's Royal Guard, by the name of Shining Armor."

"That should be in your line of work, Orion," Doc explained.

"You're saying he's a left-tenant?" Orion asked.

"No, lieutenant. _Lieutenant._" Leon stressed.

"A 'Left-tenant' is what we called lieutenants in our royal guard, as they were the third-in-command, right after captains and admirals. I think I've heard about this pony before. Is he a unicorn by any chance?" Orion asked.

Surprised registered on Leon's face when Orion correctly guessed Shining Armor's species. "Yes, he is. Why do you ask?"

"Usually, the Pegasi in the Royal Guard are part of the air brigades they have. A lieutenant is not usually a rank in Canterlot's air brigades. He must be in the unit guarding Celestia personally in her castle. And considering he's a unicorn, he might use protection spells, such as shields," Orion lectured.

"So Doc, do you know anything about the Pony Express?" Chloe asked.

"Yes. It's a train that goes all across Equestria. By the way it sounds, we'll be stopping at a couple of towns and settlements before we actually reach Canterlot. Some towns we will stop at before we get there are Los Pegasus, Trottingham, Dodge Junction, and Ponyville! Because of that, we will need to pack many provisions, including bits, food, and overnight supplies," Doc said excitingly.

"You seem to be excited for this trip. I really don't know any of those cities, so could you please fill me in with your knowledge?" Leon asked.

"Sure thing! Los Pegasus is located down in southern Coltifornia, and is a city that both house the biggest names in entertainment and the largest gambling centers in Equestria. Trottingham is the city that Percy comes from, and is filled with ponies from across the Great Ocean, so they speak with an accent similar to Percy's. Dodge Junction is a small, isolated town that holds many prospectors and ranchers, and is also where Annabelle is from. I don't know much about Ponyville, but it is near both Canterlot and Cloudsdale. When we arrive at Ponyville, I'll be sure to it up more!" Doc stated giddily.

"Is there any reason as to why they don't talk much about their homes?" Leon asked.

"Well, it's a personal preference. They don't talk much about their old homes, and they'll probably have a hard time heading back. I know that Cloud Runner once visited Los Pegasus, though I forgot why," Doc answered.

"I hope we all get enough time to catch up in the stops. I don't know if we should stop at Los Pegasus, since it seems like the kind of city where bad habits are everywhere," Leon stated.

"It really isn't like that. Just because it's the entertainment capital of the world doesn't mean it's bad," Doc argued.

"OK, maybe it isn't. Anyways, I'm ready to take off tomorrow. We gotta tell Percy, Annabelle, and Cloud about this too, so they have time to get things done," Leon said.

"OK, so let's get Percy, Annabelle, and Cloud Runner in on this, and get ready to leave tomorrow," Doc explained.

"Yeah! Road trip to Canterlot!" Leon exclaimed.

They left the library, ready to go off on another Spiritual Searcher journey that would span many days.


	17. A Tale of Two Tails

They first headed to Annabelle's Plantation, where Leon had correctly predicted that both Percy and Annabelle were. They worked together harvesting clovers, and the other Spiritual Searchers had wanted to help as well. Percy and Annabelle greeted them, and they all helped to harvest the green, succulent plant. They spent a good hour picking the plant, but they enjoyed it anyway. They placed them in Annabelle's cart, and she towed them to the cooling house. She came back out, ready to start yet another journey.

"All right, which hoedown are we off to this time?" Annabelle asked.

"Well, this journey may take some days, so we need to pack up for the trip. We're heading to Los Pegasus, Trottingham, Dodge Junction, Ponyville, and finally Canterlot. We leave tomorrow," said Leon informatively.

Annabelle and Percy stood stern and silent when Leon mentioned their hometowns. "I'm sorry... did you say... Trottingham?" Percy asked in disbelief.

"And Dodge Junction?" Annabelle asked in a similar manner.

"Yes, I did. Is something wrong?" Leon asked.

Percy looked away from the group, wondering if he should tell them or not. _Trottingham? I haven't been there since… since…_ He couldn't think anymore after that, and he stood there silently. Something painful had come up inside him, something he wished not to remember. It hurt him every day, and he stood there sobbing quietly.

Annabelle also had turned away from the group, not knowing what to tell them. _Dodge Junction. It hurt me when I left, and going back won't be a cakewalk. I hope Clover Bloom won't be there…_

She turned towards them, and told them about her past life. "Well... I came from Dodge Junction. I used to live there as a filly, but I moved ever since… things went bad. I left from there, and moved in here to Clover Ranch with my grand stallion. My sister, Clover Bloom, stayed back over there with our grand mare to help with the clover plantation over there. But I hold this hat I wear very dear to me," she said, motioning to the hat on her head.

Percy, having heard Annabelle's tale, wondered whether to to tell his. _I wonder how long it has been, exactly, since I left. I think Grover said it's been ten, but I can't remember. No, it's not that I can't remember. It's that I don't want to remember. Oh, what to do…_

"Trottingham… that's where I once lived as well," Percy spoke up finally. "I had lived there my whole life… as a homeless colt with no one to turn to. My parents had passed not too long after I was born, and I roamed Trottingham alone. The only family I had left was my brother, Grover, already a stallion, who lived here at Clover Ranch. He brought me here, and let me run his restaurant, _The Olympia,_ with him. I could never thank him enough for what he did," Percy said distantly. Both Annabelle and Percy looked down, trying to hide their eyes. Their ears were lowered, and they kept their heads down.

The other ponies felt sympathy for the two, and wondered whether they should go or not. Leon spoke up about this. "Percy, Annabelle, do you want to go through with this? If you don't want to, you don't have to. Think about it before you answer. We'll wait at the entrance," Leon stated.

Leon, Chloe, Doc, Draco, and Orion all headed towards the entrance. They then saw Cloud Runner flying down from the sky, but she couldn't fly well due to her wounded leg. Rather than land gracefully as she did many times before, she crash-landed down into a nearby tree. "OW!" Cloud Runner shouted.

"Whoa! That's gotta hurt!" Draco said.

They all ran over to where she had crashed, and saw a giant hole in the leaves where Cloud Runner lay dazed.

"Hey, who turned off the lights!?" Cloud Runner asked, still dazed.

"Yeah, she's bumped her head." Leon then helped her down, and rubbed Cloud Runner's head with his wings, soothing it. After a while, Cloud Runner regained consciousness.

"Thanks for that. It's hard to land when your leg is injured. Where did you learn to do that?" Cloud Runner asked.

"A long time ago, my parents and I went to Canterlot and stayed for a few months. We left to Cloudsdale after that, and stayed there for about a few years before moving here. Like I said, I worked many odd jobs, and one of them was a chiropractor." Leon looked at Chloe when he said this. She blushed and giggled under her breath.

"What else did you work as?" Cloud Runner asked.

"Hmm... I worked as a chiropractor, test subject, courier, and a house sitter. I never stayed in one job, though, because I love trying out as much as I can," Leon said.

"Did you say... test subject!?" Doc asked, horrified.

"Yeah, I volunteered to be used as a subject. I was always checked by doctors at Canterlot, and even Celestia on some occasions. I believe they used me for magic spell testing, like healing spells. I never minded them; in fact, it was awesome to be cured when I got sick."

"That's demented, even for you, Leon!" Draco exclaimed.

"Not really. Like I said, I volunteered for it." Leon immediately changed the subject. "Oh, Cloud Runner, take this. It's a ticket for the Pony Express tomorrow, so make sure to pack anything you need before we leave." He handed Cloud the ticket.

"The Pony Express? Sounds like we're gonna be gone for a while, if we need to pack," Cloud commented. "Where are Percy and Annabelle?" she asked.

"Well... they might not be going. I asked them to think it over right now, and we're still waiting on them," Leon said. They waited for a good thirty minutes before Percy and Annabelle came from the plantation. Every pony waited to see what they would do, and if they were going or not.

Annabelle went up to the Spiritual Searchers first. She looked at all of them, and announced her decision. "I'm going on this Pony Express, but I sure as heck am not getting off at Dodge Junction. I don't have it in me to go back over there," she stated, sadly.

"It's all right. You don't have to," Leon reassured her. He handed Annabelle her ticket, and she took it reluctantly. The Spiritual Searchers then turned towards Percy, who was still standing there.

"I'm going with you, but I am not getting off at Trottingham. There's nothing left for me over there, and is only a place of pain for me. I hope you understand," Percy stated.

"Of course we do. Here you go," Leon said, handing Percy his ticket. He took it slowly, and was reassured that he had nothing to worry about.

"OK. Let's get home, get our things, and get ready to leave. We'll meet up at the station tomorrow at 7 o'clock. Doc, could you bring the minerals with you on the Pony Express?" Leon asked.

"Yes, I can do that. I'll bring a month or two worth for Draco," Doc said.

"Nice! Ready, every pony?" Leon asked.

"Yeah!" they all yelled. Orion then looked at them, wondering what he would do to get ready. "What do I do, for the time being?" he asked.

"I think I can help you, Orion. I have supplies and bits you could use at the restaurant," Percy stated.

"I… I couldn't. You've been kind to me already. I can figure out something," Orion responded. "I was wondering if there is any way to pass the time here."

"Plenty! We can show you around town, if you'd like," Annabelle said.

"I would love that. It's been a while since I've been above ground." Orion, Annabelle, Percy, and Doc left to explore town. Leon turned to Chloe.

"I'll see you tomorrow, Chloe. I have to find a way to get out of the house for a while," Leon said. They both nudged their heads together, a common sign of affection among ponies. Leon then turned to Cloud Runner. "Ready to fly?" he asked.

"Ready would have been my answer had my leg not been pierced. Though I heard you had it worse since you got shot with magic. But, anyway, let's fly!" she exclaimed. She grabbed Draco and placed him on Leon's back, where he held on tightly.

They placed on their goggles, spread out their wings, and took off from the ground.

…

"So, what's been going on with you and Chloe, lover boy?" Cloud Runner teased.

He twitched uncomfortably at the question. He stammered, and could not find the answer to Cloud's question. "Um… it's just… it's… I… we have a special connection together," he answered nervously.

"Uh-huh. I'm pretty sure you didn't fly home last night was because you were with Chloe," Cloud responded.

"OK, you're kind of getting into personal information here. I'm sorry, but... it's complicated," Leon answered.

"Oh. My bad. So, I heard we were stopping at Los Pegasus. Are we getting off, or not?" Cloud asked.

"I don't know. I'm still conflicted with whether we're getting off at any of the other stops. The only one we will stay at for sure is Ponyville. I need to see an old friend again," Leon stated. They soon arrived at Caelum Lux, and landed softly on the clouds. "I'll see you tomorrow, Cloud," Leon stated.

"Yeah, you too," she responded distantly. He had left inside his house, and she walked home. _So, he's into Chloe. I would have thought so._ She left to her own house, with a bit of sadness in her.

…

Leon went inside to find his parents waiting for him in the living room. They looked concerned. "Leon, sit down. I believe you need to know something." His mother motioned for him to sit on the couch.

Leon knew that they had something serious on their minds, and that whatever it was involved him in some way. _This can't be anything good. I can't help but feel that this is going to be something bad._ He sat down on the couch, ready to hear whatever they had to say. "What is it?" he asked shyly.

His mother breathed deeply before she spoke. "Leon, we've noticed that you've been disappearing from the house more often. Is there a reason why you hardly stay at home now?" she asked.

_Oh no... I was afraid this was going to happen. What do I tell them? I can't say that I've been going off on adventure and was close to being killed twice already. What should I say?_ "I… I… I've been out with my friends," he stuttered.

"OK. But what have you been doing with your friends?" she asked persistently.

He was sweating now. His heart was beating fast, his breathing was irregular, and he was trembling in place. "I… I… I… I've been out… looking for… for… for some ponies!" he answered nervously.

"Leon, you need to tell us what you've been doing now," his mother demanded.

"No. I… I can't!" he replied quickly.

"Leon, tell us! You can't hide everything from us. Tell us," she ordered.

"I'm sorry, but I just can't tell you."

"Leon, tell us now!" his mother commanded.

"I've… I've been looking… for… the Spirits of Peace!" he let out. He waited for them to see what they would do.

His mother looked at him with shock in her eyes. _She thinks I'm lying. I have to explain to her that I really am._ He took out his amulet, and explained to them what he had been doing.

"After I went down to Clover Ranch, my friends noticed my cutie mark. They said that it never happened before, and said that the only place to find out more about this would be Trotter Tower. We went over there, and found out that I have the mark of the Phoenix. The Phoenix Bearer is supposed to find all of the Spirits of Peace and obtain the Amulets of Peace to bring back the royalty and stop an evil overlord. That's where I've been this whole time," he explained slowly.

His parents absorbed this, and sighed disappointingly. _They didn't accept it. They still think I'm lying._ His mother turned towards him, and looked at him with sadness. "I didn't want you to find out about this... but it looks like you found out anyway. It's time I told you about this," she said. Leon looked at his mother curiously, wondering how she already knew about this.


End file.
